dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
APPENDIX 4E - YEAR ENDED 30 JUNE 2022
dorsaVi Ltd and controlled entities
APPENDIX 4E
PRELIMINARY FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2022
Provided to the ASX under listing rule 4.3A
ABN: 15 129 742 409
ASX CODE: DVL
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
APPENDIX 4E - YEAR ENDED 30 JUNE 2022
CONTENTS
Appendix 4E
Details of the reporting period and the previous corresponding period
Results for Announcement to the Market
Explanation of Results
Statement of Accumulated Losses
Details of entities over which control has been gained or lost during the period
Audit of the Financial Report
Attachment
Annual Report for the year ended 30 June 2022
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
APPENDIX 4E - YEAR ENDED 30 JUNE 2022
Details of the reporting period and the previous corresponding period
Reporting period:
Year ended 30 June 2022
Previous corresponding period:
Year ended 30 June 2021
Results for announcement to the market
June 2022
June 2021
Change
Change
($)
($)
Restated
($)
(%)
Revenue
3,472,871
2,802,821
670,050
24%
Loss from ordinary activities after tax attributable to
members
(1,536,074)
(2,412,872)
876,798
-36%
Loss for the period attributable to members
(1,536,074)
(2,412,872)
876,798
-36%
Net Tangible asset per share
Explanation of Results
June 2022
(cents)
June 2021
(cents)
Change
(cents)
0.21
0.76
(0.55)
The consolidated loss from continuing operations, after income tax, attributable to the members of dorsaVi Ltd was $1,536,074
(2021: $2,412,872).
As at 30 June 2022, net assets of the Group were $1,220,650 (2021: $2,476,682).
Total revenue for the 2022 financial year was $3,472,871 (2021: $2,802,821). Sales revenue was $2,353,154 (2021: $1,868,982),
a 26% increase. Total revenue also included the forgiveness, by the US federal government, of Paycheck Protection Program
loans of $299,622 (2021: $nil), the change in the fair value of the derivative asset included in the carrying value of the convertible
note of $298,523 (2021: expense $349,576), and other gains on financial instruments of $373,113 (2021: $373,113). In the prior
year total revenue included Job Keeper payments of $493,778 (2022: $nil).
Clinical income was $1,626,109 for the 2022 financial year (2021: $1,130,045), a 44% increase.
Workplace income, utilising ViSafe technology, was $727,045 for the 2022 financial year (2021: $738,937), a 2% decline.
Total expenditure was $5,571,208 for the 2022 financial year (2021: $5,633,523). In the prior year total expenditure included the
change in the fair value of the derivative asset included in the carrying value of the convertible note of $349,576 (2022: revenue
$298,523).
During the financial year there were no returns to shareholders in any form.
This report should be read in conjunction with any public announcements made by dorsaVi Ltd in accordance with the
continuous disclosure requirements arising under the Corporations Act 2001 and ASX Listing Rules.
The information provided in this report contains all the information required by ASX Listing Rule 4.3A.
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
APPENDIX 4E - YEAR ENDED 30 JUNE 2022
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Refer to the attached annual report
Consolidated Statement of Financial Position
Refer to the attached annual report
Consolidated Statement of Changes in Equity
Refer to the attached annual report
Consolidated Statement of Cash Flows
Refer to the attached annual report
Dividends
The board has declared no dividend for the years ended 30 June 2022 (2021: $Nil). There are no dividend reinvestment plans
in operation.
Statement of Accumulated Losses
Consolidated Entity
2022
$
2021
Restated
$
Balance at the beginning of year
(42,457,652)
(40,156,463)
Net loss attributable to members of the parent entity
Reversal of share-based payment reserve
Total available for appropriation
Dividends paid
Balance at end of year
(1,536,074)
286,124
(43,707,602)
(2,412,872)
111,683
(42,457,652)
-
-
(43,707,602)
(42,457,652)
Details of entities over which control has been gained or lost during the period
There was no gain or loss in control of entities during the year ended 30 June 2022.
Audit of the Financial Report
The financial report has been audited and an unqualified opinion has been issued with an Emphasis of Matter in relation to
Going Concern and an Emphasis of Matter regarding the restatement of embedded derivative asset / liability.
Date: 31 August 2022
Finance Disclosure Committee
dorsaVi Ltd
ANNUAL REPORT
2022
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
dorsaVi Ltd
(ABN: 15 129 742 409)
Annual Report
For the Year Ended 30 June 2022
CONTENTS
CHAIRMAN’S REVIEW
CEO REPORT
FINANCIAL REPORT
Financial Report
Directors’ Report
Auditor’s Independence Declaration
Financial Report for the Year Ended 30 June 2022
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report to the Members of dorsaVi Ltd
Shareholder Information
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4
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9
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25
26
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59
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CHAIRMAN’S REVIEW
Dear Shareholders,
On behalf of the dorsaVi Board, I am pleased to present our FY22 Annual Report.
The impact of covid on the company and the markets it operates in has been unprecedented. These impacts are ongoing.
However, the general sense is that the worst is behind us. Despite this macro environment the company has achieved its
major objectives for the year. The most important of these was to complete the two-year development of the first product based
on the company’ new product hardware and software platform. This is an extremely important milestone for the company as
it, streamlines product production, allows the company to target new price points and more innovative sales strategies. Our
investment in data privacy and security has led to the Company achieving IS27001 certification ensuring that our business
processes and software applications keep our customer's data secure. These initiatives have assisted dorsaVi’s ability to
partner with leading clinical institutions such as Medtronic. The data secure platform has laid the foundation for our new Athletic
Movement Index (AMI) product meeting the security needs of the larger US clinical groups. The new AMI product is better
tailored to meet customer demands and has broader utility as it can be used to assess elite athletes as well as individuals of
all fitness levels.
The Company remains committed to reducing expenditure, with several initiatives implemented that are expected to materially
lower the cost base through FY23 and beyond. The achievements this year are a testament to the work our diligent team has
managed to deliver as we navigated through lockdown challenges earlier in the year. I would like to personally thank our
former Chairman, Greg Tweedly, for his diligent efforts over the many years. The contribution of current and former staff has
enabled the Company to deliver greater operating leverage as we continue to drive new sales.
Growth in FY22 revenue was underpinned by our strategy to target large-scale customers in the clinical and workplace
markets. Pleasingly, our established base of recurring revenues continues to provide a stable stream of income and platform
to support growth. In our clinical market we were able to capitalise on the increased demand for digital health solutions and
recorded solid organic sales growth for the year. Momentum is building in the workplace market as many of our corporate
customers have returned to the office and re-opened worksites that were impacted by ongoing lockdowns. While some
companies have adopted a hybrid approach for office workers, there has been a renewed emphasis on employee wellbeing
and commitment by corporate customers to promote health and safety culture in the workplace. We continued to expand our
established client portfolio in line with our strategy to target large-scale institutions, signing several high-profile customers in
the US and Australia. Further, we were pleased to renew our strategic partnership with QBE for a further 3 years following a
successful initial agreement. Aligning with channel partners in workplace market has been an important growth pathway,
introducing our technology and data insights to high-quality corporate customers with an appetite to reduce manual handling
injuries. Our established client base and strategic partnerships validate both our technology and our position within the
corporate market
dorsaVi is in a robust financial position having completed a capital raise subsequent to the financial year end. The transaction
was strongly supported by existing shareholders - a significant endorsement of our strategy and potential for growth. The funds
raised will be used to execute on our growth objectives for FY23 as the company looks to leverage its strong foundations.
On behalf of the Board, I would like to take this opportunity to thank CEO, Andrew Ronchi, my fellow Board directors, and the
entire dorsaVi team for their outstanding contribution.
Finally, I would like to thank all our shareholders for your continued support as we work towards our goal of optimising patient
rehabilitation and reducing injuries in the workplace.
Sincerely,
Michael Panaccio
Interim Chairman
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
CEO REPORT
Introduction
Reflecting on the last 12 months the world has shown incredible resilience, finally beginning to put the worst days of the
pandemic behind us. The pandemic brought many challenges, while also presenting opportunities for learning, growth, and
development to drive greater efficiencies in a new environment. Through this lens, we were able to optimise our operations,
develop and enhance our key products and restructure our cost base, while re-enforcing our strategy to target key partners
for growth. Thankfully, the tide appears to be turning, as many countries have successfully come out of lockdowns, and they
appear to be a thing of the past. For dorsaVi, this affords us greater access to our client sites, leading to new sales, ability to
complete previously agreed contracts and drive improved learning within the business. I am pleased to report that sales grew
materially for the year driven largely by a heightened demand for digital health solutions, along with a corporate focus to
improve employee well-being. We have seen growth in both our clinical and workplace practices, underpinned by stable
recurring revenues.
Our improved results for the year were supported by our focus to generate sales growth and recurring revenue through
targeting large customers in the workplace and clinical markets. Maintaining a stable base of recurring revenue was imperative
to weathering adverse market conditions during the pandemic and continues to be a central aspect of our strategy, helping to
de-risk our revenue profile. Larger companies emerged from lockdowns, with a strong desire to protect their staff. Having
recently upgraded our product portfolio, we were able to effectively target these companies, who demand high levels of
technical sophistication and data security. We have remained committed to reducing expenditure, having implemented several
cost saving initiatives which are expected to materially lower the cost base through FY23. We made several improvements to
our product during the year including gaining ISO 27001 certification across our platform and releasing the new Athletic
Movement Index (AMI) product in the US clinical market.
dorsaVi is well placed to continue growing, with multiple economic tailwinds to support our progress – work continuing to return
to a ‘normalised’ fashion, a shift in focus to employee wellbeing, and increased digital adoption. I believe the sales momentum
we have generated during the year will continue to build, enabled by a materially lower cost base, best-in-class product
portfolio, and established partnerships with market leaders. 2023 aims to be a transformative year for the Company, as we
push to deliver greater operating leverage and realise our potential.
Strategic overview
Our strategic focus is underpinned by four pillars: sales growth supported by recurring revenue, targeting large-scale
customers, lean operations, and optimising our product offering.
Sales growth supported by recurring revenue
It was pleasing to see sales revenue increase by ~26% to ~$2.4m in FY22 (~$1.9m in FY21) as shown in Figure 1. Having a
stable base of recurring revenue played a large role in de-risking our revenue profile and providing a platform to grow sales
during the year. We recorded ~$1.3m of recurring revenue during the period, contributing ~57% of total sales revenue. As
client activities resumed, dorsaVi began to execute on its substantial pipeline of sales opportunities, driving an increase in
consulting revenues in the shorter term. New engagements in the workplace market typically involve recognising consulting
style revenue earlier in the engagement which can be leveraged into recurring revenue later as our products are adopted on
an ongoing basis.
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ABN: 15 129 742 409
Figure 1: Sales revenue (A$m)
$2.0m
$1.9m
$2.4m
FY20
FY21
FY22
Targeting large-scale customers
Our strategic focus to target large-scale customers played a pivotal role in our growth through FY22. Examples of these large
scale customers include QBE in the Australian workplace market and Medtronic in the US clinical market. Working with major
enterprise customers is attractive as they typically have significant proportion of the global clinical markets for medical device
products and large workforces engaged in physically demanding roles for our workplace corporate customers. As lockdowns
lifted, these companies had the incentive and resources required to improve the health and wellbeing of their workforces. With
every successful engagement, our reputation as a trusted partner to industry leaders increases, validating our technology as
a leading solution for improving employee and patient outcomes. This marks the beginning of a flywheel effect as successful
engagements builds our reputation which we can use as a referral channel to better target other large-scale enterprises,
growing average contract sizes and revenue.
Lean operations
As part of our longstanding commitment to running a lean operation, we have consistently looked to deliver lower operating
expenses with a focus on making sustainable changes that will have a positive impact on the scalability of our platform. To
this end, we implemented several cost reduction initiatives during the year. Our cost savings enabled investment in our platform
technology, which automated many labour-intensive processes, such as data collection, processing, and reporting
workstreams. These upgrades have streamlined deliverables for clients without impacting quality. Technology has also been
used to enhance our customer service function, allowing for remote training and customer support for both our clinical and
workplace products. Further, our overhead costs have been reduced including lower rent expense with the move to our new
office as well as decreased spend on external consultants and compliance costs as we now have the required approvals in
place. Our operating expenses are expected to reduce in future periods as improvements to the product manufacturing process
lowers the unit cost of products, and simplified handling of logistics lowers handlings costs and removes the need for a US
storage facility.
Commitment to process improvement, technology, and strategic investment in our products underpins our transition to a
materially lower cost base, without compromising our ability to scale. The vast majority of these initiatives have already been
implemented, leading to a new sustainable cost base that will become evident during FY23. We firmly believe that our new
cost structure will support our growth ambition and help deliver operating leverage into the future.
Product update and new releases
Our product portfolio of wearable sensor devices continues to be at the forefront of innovation in the medical technology
industry. We made several important upgrades to the data privacy and security features of our product platform during the
year, culminating in ISO 27001 certification. Investing in this capability has proven wise as it has opened doors to work with
sophisticated companies who require the certification as a pre-requisite, ensuring their patient’s and worker’s data is protected
to the highest standard.
We released a new version of our best-selling Athletic Movement Index (AMI) product during the year, leveraging a
combination of market feedback from existing customers and input from our strategic partners. The new AMI product simplifies
the movement test process, while increasing customisation such that testing can be performed by patients of all ages and
dorsaVi Annual Report 2022
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ABN: 15 129 742 409
fitness levels. The sensor hardware has also been optimised allowing for more attractive payment structures with a focus on
subscription based recurring payments at a reduced upfront fee. The product was released commercially in June 2022 and is
already gaining traction within the first month of release. We believe that the enhanced value proposition will resonate well
with existing customers and expand our addressable market.
Overview of key markets
Clinical market
Demand for our products grew in the clinical market as health specialists were able to resume in person treatment, and the
wider healthcare sector increasingly adopts innovative digital health solutions. We remain well placed to capture this growth
as our products improve patient diagnosis and treatment using precise empirical data. Our AI and machine learning
technologies, leverage this data to create bespoke client solutions. Clinical revenues grew by ~44% to ~$1.6m (~$1.1m in
FY21), supported by increased uptake through psychical therapists, and our ongoing partnerships with industry leaders such
as Medtronic. We continue to build on our original agreement with Medtronic, validated by the product being tested at several
clinical sites. We look forward to progressing this relationship to commercialisation and remain steadfast in pursuing other
strategic partnerships.
Workplace market
Momentum is building in the workplace market as lockdown restrictions eased and corporations were able to re-open work
sites and return employees to the office. Our sensor technology and occupational health and safety improvement solutions
continue to make us a preferred partner for many institutions looking to ensure the health and safety of their staff. Revenue
generated in the workplace market was largely in line with the previous financial year given a significant portion of the year
was affected by lockdowns. We were able to add several high-profile customers to our established client portfolio including
Boeing (US), Caterpillar (US), Incat (AU), Woolworths (AU), Catalant (US), The Hanover Group (US), and Boral (AU), and will
continue to target large-scale organisations.
Further, we were pleased to renew our strategic agreement with QBE during the year. We initially signed with the leading
Australian insurer in July 2020 with the goal of reducing musculoskeletal injuries for the staff of their customers. Due to the
success of the original agreement, we are pleased to extend the partnership for a further 3 years, providing the opportunity to
work directly with QBE and their clients. We aim to leverage this success in other corporate partnerships, with proven benefits
to all parties.
Outlook
It has been a pivotal year for dorsaVi as we have put the pandemic behind us and begun to generate strong combined revenue
growth across both markets as shown in Figure 2. Our performance in the clinical market speaks to the value that our products
provide and the strong demand for our platform. Workplace market performance was steadfast despite lockdown interruptions
affecting a portion of the year. With momentum building in both markets, we are looking forward to continuing the growth
trajectory into future periods.
Figure 2: Revenue by key market (A$m)
Clinical Workplace
$0.7m
$1.1m
FY21
$0.7m
$1.6m
FY22
$0.9m
$1.1m
FY20
dorsaVi Annual Report 2022
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Our financial position is robust with growing revenues and decreasing expenditure, further supported by our recent capital
raising which was launched subsequent to the end of the financial year. We saw strong support for the transaction from our
existing shareholders, which is a vote of confidence in our strategy and growth prospects. With additional funding secured,
strategic partnerships in place, and favourable industry tailwinds in both key markets, we are entering the new financial year
with strength.
Thank you for your support
I would like to thank the dorsaVi Board for their continued support throughout the year and for sharing its experience and
governance. As a show of character, and in line with last year, the Company’s non-executive directors accepted options in lieu
of directors’ fees, highlighting their alignment to dorsaVi and belief in our ability to create long term value.
I would also like to give special thanks to Troy Di Domenico who was appointed to the CFO role during FY22. Troy’s wealth
of experience in the healthcare and technology sectors, coupled with his financial and operational expertise have already
made an enormous impact to our business, driving our operational efficiencies. Troy replaces former CFO Damian Connellan,
and on behalf of the Company, I would like to thank Damian for his significant contribution to dorsaVi during his tenure and
wish him all the best for the future.
Lastly, I would like to thank our shareholders for their ongoing support despite the challenges faced in previous years. I firmly
believe our business is in a great position, supported by strong recurring revenues with an enhanced product portfolio. Our
optimised cost base reflects our desire to be more efficient, as we build upon the foundations laid in previous years. FY23
hopes to be transformative for the Company, as we increase our operating leverage, and deliver greater shareholder value.
Andrew Ronchi,
Chief Executive Officer
dorsaVi Annual Report 2022
7
FINANCIAL REPORT
For the Year Ended 30 June 2022
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
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Financial Report
For the Year Ended 30 June 2022
TABLE OF CONTENTS
Financial Report
Directors’ Report
Auditor’s Independence Declaration
Financial Report for the Year Ended 30 June 2022
Consolidated Statement Of Profit Or Loss And Other Comprehensive Income
Consolidated Statement Of Financial Position
Consolidated Statement Of Changes In Equity
Consolidated Statement Of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report to the Members of dorsaVi Ltd
Shareholder Information
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26
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27
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29
30
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The directors present their report together with the financial report of the Group consisting of dorsaVi and the entities it
controlled, for the financial year ended 30 June 2022 and auditor’s report thereon.
Directors’ Report
Directors
The names of directors in office at any time during or since the end of the year are:
Name
Greg Tweedly
Michael Panaccio
Designation
Non-Executive Chairman (until retirement
as a director on 26 November 2021)
Non-Executive Interim Chairman
Ashraf Attia
Caroline Elliott
Andrew Ronchi
Non-Executive Director
Non-Executive Director
Chief Executive Officer, Executive Director
Appointed
29 October 2013
Retired 26 November 2021
16 May 2008 (assumed role of Interim Chairman
on 18 February 2022)
14 July 2008
24 November 2017
18 February 2008
The directors have been in office since the start of the year to the date of this report unless otherwise stated.
Principal Activities
The principal activity of dorsaVi Ltd and its controlled entities during the financial year was the development and sale of
innovative motion analysis technologies. These technologies are commercialised via license, sale or fixed fee consultancy.
There has been no significant change in the nature of these activities during the financial year.
Results
The consolidated loss from continuing operations, after income tax, attributable to the members of dorsaVi Ltd was
$1,536,074 (2021: $2,412,872).
Review of Operations
The Group consists of four entities:
1. dorsaVi Ltd;
2. dorsaVi Europe Ltd, a wholly owned subsidiary incorporated and domiciled in the UK;
3. dorsaVi USA, Inc., a wholly owned subsidiary incorporated and domiciled in the US; and
4. Australian Workplace Compliance Pty Ltd, a wholly owned subsidiary domiciled in Australia.
As at 30 June 2022, net assets of the Group were $1,220,650 (2021: $2,476,682).
Total revenue for the 2022 financial year was $3,472,871 (2021: $2,802,821). Sales revenue was $2,353,154 (2021:
$1,868,982), a 26% increase. Total revenue also included the forgiveness, by the US federal government, of Paycheck
Protection Program loans of $299,622 (2021: $nil), the change in the fair value of the derivative asset included in the
carrying value of the convertible note of $298,523 (2021: expense $349,576), and other gains on financial instruments of
$373,113 (2021: $373,113). In the prior year total revenue included Job Keeper payments of $493,778 (2022: $nil).
Clinical
Clinical income was $1,626,109 for the 2022 financial year (2021: $1,130,045), a 44% increase.
Workplace
Workplace income, utilising ViSafe technology, was $727,045 for the 2022 financial year (2021: $738,937), a 2% decline.
Expenditure
Total expenditure was $5,571,208 for the 2022 financial year (2021: $5,633,523). In the prior year total expenditure included
the change in the fair value of the derivative asset included in the carrying value of the convertible note of $349,576 (2022:
revenue $298,523).
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The material business risks that are likely to have an effect on the financial prospects of the Group include:
Over time, dorsaVi may be subjected to increased competition if potential competitors develop new technologies or
make scientific or systems advances that compare with or compete with dorsaVi’s products.
In the medical sector (but not the Elite Sports or OHS sectors), sales and adoption rates of dorsaVi’s system are, in
part, likely to be influenced by the availability and level of reimbursement from government and/or insurance payers.
Whilst dorsaVi’s products already benefit from reimbursement in some circumstances, there is no guarantee that the
use of dorsaVi’s products will receive further reimbursement.
General economic conditions, movements in interest and inflation rates and currency exchange rates may have an
adverse effect on dorsaVi’s activities, as well as on its ability to fund those activities. In particular, much of its future
income is expected to come from the US and European markets and therefore dorsaVi’s activities will be affected by
currency exchange fluctuations. The COVID-19 pandemic continued to impact economic conditions in the year to 30
June 2022, however more recently dorsaVi is experiencing improved activities.
dorsaVi is not currently profitable. Proceeds from the initial float and subsequent capital raisings were and are primarily
being used to fund, both, the commercial rollout of dorsaVi’s products and continued product development. There is no
guarantee that the commercial rollout will result in profitability for the Group. If the commercial roll out is slower or less
successful than planned, dorsaVi may need to raise additional capital in the future.
Significant Changes in the State of Affairs
The following changes in the state of affairs occurred during the period:
•
•
•
•
•
•
•
•
•
On 6 July 2021, dorsaVi Ltd announced the grant of 1,778,455 options to non-executive directors, in lieu of directors’
fees, at an exercise price of $0.041 per share and an expiry date of 5 July 2026. The impact of the grant of these
options was recognised in share-based payments as at 30 June 2021.
On 30 August 2021, dorsaVi Ltd issued 500,000 fully paid ordinary shares, at $nil per share, under the dorsaVi ESOP
in recognition of service to dorsaVi Ltd.
On 11 October 2021, dorsaVi Ltd announced the grant of 2,400,915 options to non-executive directors, in lieu of
directors’ fees, at an exercise price of $0.031 per share and an expiry date of 7 October 2026. The impact of the grant
of these options was recognised in share-based payments as at 31 December 2021.
On 26 November 2021, dorsaVi Ltd granted 2,300,000 performance rights to employees under the dorsaVi ESOP.
The impact of the grant of these performance rights is recognised in share-based payments over their vesting period.
On 17 December 2021, dorsaVi Ltd issued 2,268,713 fully paid ordinary shares, at $nil per share, to contractors in
payment for services rendered.
On 17 December 2021, dorsaVi Ltd issued 180,000 fully paid ordinary shares, at $nil per share, under the dorsaVi
ESOP in recognition of service to dorsaVi Ltd.
On 11 January 2022, dorsaVi Ltd announced the grant of 1,650,003 options to non-executive directors, in lieu of
directors’ fees, at an exercise price of $0.028 per share and an expiry date of 7 January 2027. The impact of the
grant of these options was recognised in share-based payments as at 31 December 2021.
On 31 March 2022, dorsaVi Ltd granted 2,300,000 performance rights to employees under the dorsaVi ESOP. The
impact of the grant of these performance rights is recognised in share-based payments over their vesting period.
On 11 April 2022, dorsaVi Ltd announced the grant of 1,571,430 options to non-executive directors, in lieu of directors’
fees, at an exercise price of $0.032 per share and an expiry date of 6 April 2027.
After Balance Date Events
No matters or circumstances have arisen since the end of the financial year that have significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years with the exception of the following:
•
•
•
•
On 1 July 2022, dorsaVi Ltd announced the issue of 2,606,767 fully paid ordinary shares to the CEO, in lieu of cash
remuneration of $43,000 and as approved at the 2021 AGM. The impact of the grant of these shares was recognised
in share-based payments as at 30 June 2022.
On 11 July 2022, dorsaVi Ltd announced the issue of 2,750,004 options to non-executive directors, in lieu of directors’
fees, at an exercise price of $0.016 per share and an expiry date of 6 July 2027. The impact of the grant of these
options was recognised in share-based payments as at 30 June 2022.
On 29 July 2022, dorsaVi Ltd announced that it had completed a placement with institutional and sophisticated
investors of 40,000,000 fully paid ordinary shares at $0.01 per share raising $400,000 before costs.
On 29 July 2022, dorsaVi Ltd announced a fully underwritten 1 for 12 non-renounceable pro rata rights offer, to eligible
shareholders at $0.01 per share. The rights offer, which closed on 19 August 2022, resulted in the issue of 29,707,338
fully paid ordinary shares raising $297,073 before costs.
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Likely Developments
The following likely developments, in the business of the Group, are expected to influence its future financial results:
The Group expects to increase, year on year, the recurring revenue proportion of total clinical and workplace revenue.
The Group expects that product, including the new AMI product recently released globally, will continue to support
revenue growth.
Environmental Regulation
The Group’s operations are not subject to any significant environmental Commonwealth or State regulations or laws.
Dividend Paid, Recommended and Declared
No dividends were paid, declared or recommended since the start of the financial year.
Equity Instruments
There were no options over unissued ordinary shares granted to executives by dorsaVi Ltd during the financial year. During
the financial year, 5,100,000 performance rights were granted to executives and 700,000 vested into shares. Further details
regarding performance rights and shares granted as remuneration are provided in the Remuneration Report below.
There were 8,372,352 options over unissued ordinary shares granted to non-executive directors during or since the financial
year end in lieu of the payment of directors’ fees. These options represent 1.96% of the Group’s issued capital as at the
date of this report. Further details regarding options granted as remuneration are provided in the Remuneration Report
below.
Shares under Option
Unissued ordinary shares of dorsaVi Ltd under option at the date of this report are as follows:
Date Options Granted
Number of
Unissued Ordinary Shares under
Option
Exercise Price of
Options
Expiry Date of the
Options
15 May 2017
15 May 2017
4 December 2019
4 December 2019
7 January 2020
7 April 2020
7 July 2020
7 October 2020
8 January 2021
8 April 2021
5 July 2021
7 October 2021
7 January 2022
6 April 2022
6 July 2022
55,000
24,166
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
1,412,303
1,171,178
1,297,792
1,778,455
2,400,915
1,650,003
1,571,430
2,750,004
26,850,834
$0.33
$0.33
$0.084
$0.070
$0.034
$0.022
$0.016
$0.049
$0.061
$0.063
$0.041
$0.031
$0.028
$0.032
$0.016
1 October 2022
1 October 2023
4 December 2024
4 December 2024
7 January 2025
7 April 2025
7 July 2025
7 October 2025
8 January 2026
8 April 2026
5 July 2026
7 October 2026
7 January 2027
6 April 2027
6 July 2027
No option holder has any right under the options to participate in any other share issue of the Group.
Shares Issued on Exercise of Options
To the date of this report, there have been no shares issued during or since the end of the year as a result of the exercise of
an option over unissued shares.
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Shares Subject to Performance Rights
Unissued ordinary shares of dorsaVi Ltd subject to performance rights at the date of this report are as follows:
Date Performance Rights
Granted
Number of Unissued Ordinary Shares subject
to Performance Rights
26-Nov-21
26-Nov-21
26-Nov-21
26-Nov-21
26-Mar-22
26-Mar-22
26-Mar-22
720,000
195,000
585,000
800,000
920,000
345,000
1,035,000
4,600,000
Issue Price of
Shares
-
Vesting Date of
Performance Rights
1-Oct-22
-
-
-
-
-
-
1-Apr-23
1-Oct-23
4-Oct-23
1-Oct-22
1-Apr-23
1-Oct-23
A performance right holder does not have any right to participate in any other share issue of the Group until the performance
rights vest and are converted to ordinary shares.
Shares Issued on Vesting of Performance Rights
During the year ended 30 June 2022 and to the date of this report, 680,000 shares were allocated on the vesting of 700,000
performance rights. During the year ended 30 June 2022 and to the date of this report, no performance rights lapsed.
There remain 4,600,000 performance rights that do not convert to issued shares unless performance conditions are met,
and they vest.
Information on Directors and Company Secretary
Michael Panaccio, BSc (Hons), MBA, PhD, FAICD – Non-executive Director and Interim Chairman
Michael Panaccio serves on the Audit and Risk Committee and the Nomination and Remuneration Committee. He was
appointed to the Board on 16 May 2008.
Michael is one of the founding directors of Starfish Ventures Pty Ltd, an Australian based venture capital manager. He was
formerly an Investment Manager with JAFCO Investment (Asia Pacific). Prior to joining JAFCO, Michael was Head of the
Department of Molecular Biology at the Victorian Institute of Animal Sciences. Michael has previously been a director of
numerous technology businesses in Australia and the US including ImpediMed Ltd, SIRTeX Medical Ltd, Protagonist
Therapeutic Inc and Energy Response Pty Ltd. Michael has been Interim Chairman since 18 February 2022.
No other Directorships of listed companies were held during the three years to 30 June 2022. Michael is also a director of
Starfish Ventures Pty Ltd.
Ashraf Attia, PhD, FAICD – Non-executive Director
Ash Attia was appointed as a director of dorsaVi on 14 July 2008 and chairs the Nomination and Remuneration Committee
and serves on the Audit and Risk Committee.
Ash has had senior management experience in multinational operations for over 30 years within the medical devices,
biotechnology and diagnostics industries. He is currently Chief Executive Officer of Bionic Vision Technologies, a company
developing an implantable device to restore sight to the blind. Prior to Bionic Vision , Ash held the position of Vice President
of Asia Pacific, Middle East and Israel at TransMedics Inc, a company based in Boston, USA and has commercialized
a revolutionary system in the area of heart, lung and Liver organ transplants and preservation. He has held several senior
executive roles with global medical devices organizations and has special expertise in the areas of commercialization,
business development, clinical, regulatory, R&D, strategic marketing, sales and distribution management.
No other directorships of listed companies were held during the three years to 30 June 2022.
Caroline Elliott, B. Ec, CA, GAICD – Non-executive Director
Caroline Elliott is chair of the Audit and Risk Committee and was appointed to the Board on 24 November 2017.
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Caroline is currently a Director and Chair of the National Film and Sound Archive of Australia and a director of St John’s
Ambulance Australia (Vic) and Wiltrust Nominees Pty Ltd. She has previously held non-executive director roles at Cell
Therapies Pty Ltd, Peter MacCallum Cancer Centre and the Public Transport Ombudsman Limited. She is currently the
Chief Executive Officer at apparel business, The Propel Group Pty Ltd, and was previously the CFO and Company
Secretary at Optal Ltd.
No other directorships of listed companies were held during the three years to 30 June 2022.
Andrew Ronchi, B. App. Sci. (Physio), PhD (RMIT Eng), GAICD – Chief Executive Officer, Director
Andrew Ronchi was appointed to the Board on 18 February 2008.
Before co-founding dorsaVi, Andrew was a practising physiotherapist both at an AFL club and in private practice. He has
also been founding partner in two physiotherapy centres, the largest of these employing 28 staff (including 13
physiotherapists). Andrew completed a PhD in Computer and Systems Engineering, investigating the reliability and validity
of transducers for measuring lumbar spine movement. As CEO of dorsaVi Ltd, Andrew is responsible for all aspects of the
Group’s operations.
No other directorships of listed companies were held during the three years to 30 June 2022.
Brendan Case, MComLaw (Melb), BEc, CPA, Grad Dip App Fin, Dip FP, FCIS
Brendan Case has served as dorsaVi Ltd’s secretary since 29 October 2013 and has more than 20 years of company
secretarial, corporate governance and finance experience. He is a former Associate Company Secretary of National
Australia Bank Limited (NAB), former secretary of NAB’s Audit and Risk Committees and has held senior management roles
in risk management and regulatory affairs.
Directors’ Meetings
The number of meetings of the board of directors and of each board committee held during the financial year and the
numbers of meetings attended by each director were:
G Tweedly
A Attia
C Elliott
M Panaccio
A Ronchi
G Tweedly
A Attia
M Panaccio
Board of Directors
Audit and Risk Committee
Eligible to Attend
4
10
10
10
10
Attended
4
10
8
10
10
Eligible to Attend
-
2
2
2
-
Attended
-
2
2
2
-
Nomination and Remuneration Committee
Eligible to Attend
1
2
2
Attended
1
2
2
Directors’ Interest in Shares, Performance Rights or Options as at the date of this report.
Names of Holders
M Panaccio
A Ronchi
A Attia
C Elliott
Ordinary Shares
101,078,404
21,516,694
624,973
501,543
Options
6,755,390
-
6,755,390
6,755,390
The directors have no interests in performance rights. As approved by shareholders at the 2020 and 2021 Annual General
Meetings (AGM), non-executive directors have been progressively granted 8,372,352 options over ordinary shares in
dorsaVi Ltd over the course of the year ended 30 June 2022 and up to the date of this report (2021: 5,659,728 options). The
details of each non-executive director’s entitlement to options granted and a summary of the related terms is included in
Table 5 of this report.
dorsaVi Annual Report 2022
14
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Indemnification and Insurance of Directors and Officers
The Group has insured its Directors, Secretary and executive officers for the financial year ended 30 June 2022. Under the
Group’s Directors and Officers Liability Insurance Policy, the Group cannot release to any third party or otherwise publish
details of the nature of the liabilities insured by the policy or the amount of the premium.
The Group also indemnifies every person who is or has been an officer of the Group against any liability (other than for legal
costs) incurred by that person as an officer of the Group where the Group requested the officer to accept appointment as
Director.
To the extent permitted by law and subject to the restrictions in section 199A and 199B of the Corporations Act 2001, the
Group indemnifies every person who is or has been an officer of the Group against reasonable legal costs incurred in
defending an action for a liability incurred by that person as an officer of the Group.
ASIC Instrument on Rounding of Amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the
directors’ report and in the financial statements have been rounded to the nearest dollar.
Indemnification and Insurance of Auditors
No indemnities have been given or insurance premiums paid during or since the end of the financial year for any auditors of
the Group.
Proceedings on behalf of the Group
No person has applied for leave of Court to bring proceedings on behalf of the Group.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to
the audit for the financial year is provided with this report.
Non-audit Services
Non-audit services are approved by resolution of the audit committee and approval is provided in writing to the board of
directors. Non-audit services were provided by the auditors of entities in the consolidated group during the year, namely
Pitcher Partners (Melbourne), network firms of Pitcher Partners, and other non-related audit firms, as detailed below. The
directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001 for the following reasons:
all non-audit services were subject to the corporate governance procedures adopted by dorsaVi Ltd and have been
reviewed and approved by the Audit Committee to ensure they do not impact on the integrity and objectivity of the
auditor; and
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants (including Independence Standards), as they did not involve
reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for dorsaVi Ltd or any
of its related entities, acting as an advocate for dorsaVi Ltd or any of its related entities, or jointly sharing risks and
rewards in relation to the operations or activities of dorsaVi Ltd or any of its related entities.
Amounts Paid and Payable to Pitcher Partners Melbourne for Non-audit Services:
Taxation and Other Compliance Services
Total Remuneration for Non-audit Services
2022
$
12,500
12,500
2021
$
11,100
11,100
dorsaVi Annual Report 2022
15
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Remuneration Report (Audited)
The Directors present the Group’s 2022 Remuneration Report, which details the remuneration information for dorsaVi Ltd’s,
Directors and other Key Management Personnel (KMP).
A.
Details of the Key Management Personnel
Period of Responsibility
Position
Non-Executive Directors:
Greg Tweedly
Caroline Elliott
Ashraf Attia
Michael Panaccio
Retired, 26 November 2021
Full Year
Full Year
Full Year
Chairman, Non-Executive Director
Independent, Non-Executive Director
Independent, Non-Executive Director
Non-Executive Director and Interim Chairman since 18
February 2022
Executive Director:
Andrew Ronchi
Executives:
Matthew May
Damian Connellan
Troy Di Domenico
Dan Ronchi
Joanna Goldin
Yasmine Pateras
Full Year
Chief Executive Officer/Director
Resigned, 21 July 2021
Retired, 4/10/2021
Commenced 4/10/2021
Full Year
Full Year
Full Year
General Manager
Chief Financial Officer
Chief Financial Officer
Chief Technical Officer
Clinical Manager
Workplace Manager
B.
Remuneration Policies
Nomination and Remuneration Committee (N&RC)
The N&RC of the Board of Directors is responsible for making recommendations to the Board on the remuneration
arrangements for each Non-Executive Director, Executive Director/Chief Executive Officer (CEO) and each Executive
reporting to the CEO. The current members of the N&RC are: Ashraf Attia and Michael Panaccio.
The N&RC assess the appropriateness of the nature and amount of remuneration of executives on a periodic basis by
reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from
the retention of high quality, high performing directors and executive team. In determining the level and composition of
executive remuneration, the N&RC may also engage external consultants to provide independent advice.
The primary responsibility of the N&RC is to review and recommend to the Board:
Executive remuneration and incentive policies and practices;
The Executive Director's total remuneration having regard to remuneration and incentive policies;
The design and total proposed payments from any executive incentive plan and reviewing the performance hurdles for
any equity-based plan;
The remuneration and related policies of Non-Executive Directors for serving on the board and any committee (both
individually and in total); and
Any other responsibilities as determined by the N&RC or the Board from time to time.
Remuneration Strategy
The remuneration strategy of dorsaVi Ltd is designed to attract, motivate and retain Employees, Executives and Non-
Executive Directors in Australia, the United States and Europe by identifying and rewarding high performers and recognising
the contribution of each employee to the continued growth and success of the Group. To this end, the key objectives of the
Group’s reward framework are to:
Align remuneration with the Group’s business strategy;
Offer an attractive mix of remuneration benchmarked against the applicable market’s region and country practices;
Provide strong linkage between individual and Group performance and rewards;
Offer remuneration based on merit and individual skill matching the role requirements with their experience and
responsibilities;
Align the interests of executives with shareholders and share the success of the Group with the employees; and
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Support the corporate mission statement, values and policies through the approach to recruiting, organizing and
managing people.
Remuneration Structure
In accordance with best practice corporate governance, the structure of the Non-Executive Directors and Executive
remuneration is separate and distinct.
Non-Executive Director Remuneration Structure
The ASX Listing Rules specify that an entity must not increase the total aggregate amount of remuneration of Non-Executive
Directors without the approval of holders of its ordinary securities.
The Board, and since its inception the N&RC, considers the level of remuneration required to attract and retain Non-
Executive Directors with the necessary skills and experience for the Group’s Board. This remuneration is reviewed with
regard to market practice and Non-Executive Directors’ duties and accountability.
The constitution provides that the Non-Executive Directors are entitled to remuneration for their services as determined by
the Board up to an aggregate limit of $500,000 (which may be increased with Shareholder approval). The Group has
previously obtained advice about remuneration levels for Directors of listed companies and, based on that advice, set the
following annual Non-Executive Directors’ fees:
Chairman: $75,092 plus superannuation;
Other Directors: $50,000 plus superannuation; and
Further fees for acting as chairman of a committee: $5,000 plus superannuation per committee.
The Group determines the maximum amount for remuneration, including thresholds for share-based remuneration for
Executives, by resolution. The remuneration received by the Non-Executive Directors for the year ended 30 June 2022 is
detailed in Table 1 of this section of the report.
As approved at the 2021 AGM, Non-Executive Directors were, in lieu of the payment of directors’ fees, during the year
ended 30 June 2022 granted 8,372,352 options over ordinary shares. Refer table 5 below for details of the options granted.
Executive Remuneration Structure
The Group provides a remuneration package that incorporates both cash-based remuneration and share-based
remuneration. The contracts for service between the Group and Executives are on a continuing basis the terms of which are
not expected to change in the immediate future. Share-based remuneration is conditional upon continuing employment
thereby aligning Executives with shareholder interests.
Remuneration consists of the following key elements:
Fixed remuneration (base salary and superannuation); and
Variable remuneration – short term incentives (STI) in the form of an annual incentive plan and long-term equity
incentive (LTI). STI and LTI are currently only provided to KMP by way of share-based payments and include no cash
component.
Fixed Remuneration
Objective
Fixed remuneration is reviewed annually by the Board and N&RC. The process consists of a review of the Group and
individual performance, relevant comparative remuneration from external and internal sources and where appropriate,
external advice on policies and practices.
Structure
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and allowances
(such as motor vehicle allowance). It is intended that the manner of payment chosen will be optimal for the recipient without
creating undue cost for the Group.
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Variable Remuneration – Short-Term Incentive (STI)
Objective
The key objective of the STI program is to link the achievement of the Group’s operational targets with the remuneration
received by the Executives charged with meeting those targets.
Structure
Any STI granted depend on the extent to which specific targets set at the beginning of the financial year or on appointment
are met. The Key Milestones or Key Performance Indicators (KPI’s) cover individual, team and organisational financial
measures of performance. Typically included are measures such as: Achieving sales/revenue targets and/or growth, and
meeting Group compliance requirements. These measures were chosen as they represent the key drivers for the short-term
success of dorsaVi.
The Group has predetermined benchmarks that must be met in order to trigger STI under the STI scheme. Either on an
annual or financial year basis, after consideration of performance against the Key Milestones or KPIs, the N&RC, in line with
their responsibilities determine the amount, if any, of the STI to be awarded to each Executive. This process usually occurs
within one month after the trigger date. Typically, STI awards are made under the Employee Share Ownership Plan (ESOP)
and are delivered in the form of share options or performance rights. Each option entitles the holder to one fully paid
ordinary share of dorsaVi Ltd at an exercise price to be determined in accordance with the ESOP or by determination by the
N&RC. Each performance right vested entitles the holder to one fully paid ordinary share of dorsaVi Ltd at $Nil price.
The annual STI available for executives across the Group are subject to the approval of the N&RC.
Variable Remuneration – Long-Term Incentive (LTI)
Objective
The objectives of providing long term incentives are: To motivate and retain key dorsaVi employees; to attract quality
employees; to create commonality of purpose between dorsaVi and its employees; to add wealth for all shareholders of the
Group through the motivation of dorsaVi’s employees; and by allowing dorsaVi’s employees to share in the rewards of the
success of dorsaVi through the acquisition of, or entitlements to, shares and options.
Structure
The Board offers LTIs to reward the performance of employees, which is in alignment with shareholders’ interests and the
long-term benefit of the Group. LTI awards are made under the Employee Share Ownership Plan (ESOP) and are delivered
in the form of share options, performance rights or loan for shares. Each option entitles the holder to one fully paid ordinary
share of dorsaVi Ltd at an exercise price to be determined in accordance with the ESOP or by determination by the N&RC.
Each performance right vested entitles the holder to one fully paid ordinary share of dorsaVi Ltd at $Nil price.
Where an LTI participant ceases employment prior to vesting in their award, the options and unvested performance rights
are forfeited unless the N&RC applies its discretion to allow vesting at or post cessation of employment in appropriate
circumstances.
Options and performance rights have been granted, under the ESOP. Refer Table 5 for details of options and performance
rights granted to Executives under the ESOP.
Employment Agreements
The Group has entered into employment agreements with all Executives, including the CEO. The Group may terminate an
Executive’s employment agreement by providing written notice or providing payment in lieu of the notice period (based on
the fixed component of the Executive’s remuneration). The Group may terminate the contract at any time without notice if
serious misconduct has occurred.
The notice periods for key management personnel are as follows:
Name
Andrew Ronchi
Troy Di Domenico
Dan Ronchi
Joanna Goldin
Yasmine Pateras
Notice Period
5 months
3 months
1 month
1 month
1 month
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
CEO Remuneration
In June 2021 Andrew Ronchi agreed to a fixed cash remuneration of A$190,000 plus superannuation. Upon termination of
Andrew Ronchi’s employment contract, he will be subject to a restraint of trade for a maximum of 12 months.
C.
Details of Key Management Personnel Remuneration
(a)
Non-Executive Directors’ Remuneration: Table 1
2022
Non-Executive Directors
G Tweedly
A Attia
C Elliott
M Panaccio (i)
Short-Term
Salary fees
$
9,627
-
-
-
9,627
Post-employment
Pension Plan
$
963
-
-
-
963
Share-based
payments
Options
$
15,018
44,000
44,000
44,000
TOTAL
$
25,608
44,000
44,000
44,000
Total performance
related
Options as %
of total
%
-
-
-
-
%
59%
100%
100%
100%
147,018
157,608
-
(i) Michael Panaccio provides his services via Starfish Ventures Pty Ltd.
2021
Non-Executive Directors
G Tweedly
A Attia
C Elliott
M Panaccio (i)
Short-Term
Salary fees
$
Post-employment
Pension Plan
$
-
-
-
-
-
-
-
-
-
-
Share-based
payments
Options
$
60,072
44,000
44,000
44,000
TOTAL
$
60,072
44,000
44,000
44,000
Total performance
related
Options as %
of total
%
-
-
-
-
%
100%
100%
100%
100%
192,072
192,072
-
(i) Michael Panaccio provides his services via Starfish Ventures Pty Ltd.
(b)
Executives’ Remuneration: Table 2
2022
Executive
Director:
A Ronchi
Executives:
T Di Domenico (i)
D Connellan (v)
D Ronchi
J Goldin (iii)
M May (iv)
Y Pateras
Short-Term
Salary, fees
$
Other
$
Post-
employment
Pension Plan
$
Share-based
payments
Equity (ii)
$
Total
$
Total performance
related
Share based payments
as % of total
%
%
190,000
149,231
23,409
117,435
158,446
29,774
90,000
758,295
-
-
-
-
-
-
-
-
19,000
43,000
252,000
14,923
-
11,743
3,080
1,154
9,000
58,900
8,024
-
-
-
-
-
51,024
172,178
23,409
129,178
161,526
30,928
99,000
868,219
-
-
-
-
-
-
-
-
17.1
4.7
-
-
-
-
-
5.9
(i) Commenced 4 October 2021.
(ii) Share based payments comprise the grant of performance rights and shares, and, for accounting purposes, are valued the same as options.
(iii) Foreign currency amounts are converted into AUD at the average exchange rates applicable throughout the year.
(iv) Resigned 21 July 2021
(v) Retired 4 October 2021
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
2021
Executive Director:
A Ronchi (iii)
Executives:
D Connellan
D Erikson (iv)
J Goldin (iii)
M May
Y Pateras
Short-Term
Salary, fees
$
Other (i)
$
Post-
employment
Share-based
payments
Total
Total
performance
related
Share based
payments as %
of total
Pension Plan
$
Equity (ii)
$
$
%
%
195,240
7,938
12,469
75,804
291,451
26.0
26.0
69,996
67,598
141,158
198,462
81,532
753,986
-
-
-
-
-
7,938
-
5,479
-
18,854
7,746
44,548
-
3,648
33,000
-
-
112,452
69,996
76,725
174,158
217,316
89,278
918,924
-
4.8
18.9
-
-
12.2
-
4.8
18.9
-
-
12.2
(i) Other benefits include the payment of certain health insurance premiums in the US.
(ii) Share based payments comprise the grant of performance rights and shares, and, for accounting purposes, are valued the same as options.
(iii) Foreign currency amounts are converted into AUD at the average exchange rates applicable throughout the year.
(iv) Resigned 22 October 2020
D.
(a)
Relationship between Remuneration and Group Performance
Remuneration Not Dependent on Satisfaction of Performance Condition
The non-executive remuneration policy is not directly related to Group performance. The Board considers a remuneration
policy based on short-term returns may not be beneficial to the long-term creation of wealth by the Group for shareholders.
(b)
Remuneration Dependent on Satisfaction of Performance Condition
A portion of the Executive Remuneration is based on attainment of performance conditions. Performance-based
remuneration may include short-term and long-term incentive plans. Performance-based remuneration granted to key
management personnel has regard to Group performance over a twelve month to 3-year period.
Summary of the performance conditions for KMP with performance-linked equity instruments: Table 3
KMP
Andrew Ronchi
Troy Di Domenico
Dan Ronchi
Joanna Goldin
Yasmine Pateras
Conditions for vesting of Options and Performance Rights
Key Milestones as determined by and at the discretion of the Board
Key Milestones as determined by and at the discretion of the Board
Key Milestones as determined by and at the discretion of the Board
Key Milestones as determined by and at the discretion of the Board
Key Milestones as determined by and at the discretion of the Board
The conditions were selected to promote the creation of shareholder wealth during the period.
(c)
Consequences of Group’s Performance on Shareholder Wealth
Summary of Group Performance and Key Performance Indicators: Table 4
Company Performance
2022
Revenue
% increase/(decrease)
Loss after tax
% (increase)/decrease
Change in share price
Dividend paid to shareholders
Return of capital
Total remuneration of director and KMP
Total performance based remuneration
2021
Restated
2,802,821
(2%)
3,472,871
24%
(1,536,074)
(2,412,872)
36%
(56%)
-
-
1,025,827
51,024
65%
69%
-
-
1,110,996
112,452
2020
Restated
2,861,418
(11%)
(6,863,794)
(71%)
(68%)
-
-
1,152,605
66,874
2019
2018
3,223,869
(27%)
4,394,271
13%
(4,020,751)
(3,727,073)
(8%)
(58%)
-
-
1,543,180
142,567
4%
(59%)
-
-
2,433,653
369,702
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
E.
(a)
Key Management Personnel’s Share-Based Compensation
Details of Compensation Equity
Table 5
2022
Grant Date (i), (ii)
Non-Executive Directors:
G Tweedly:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
A Attia:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
C Elliott:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
M Panaccio:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
Executives:
A Ronchi:
Number
Granted
Value per
unit at
grant date
Vested
during the
year
Year in
which
equity may
vest
$
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.031
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.031
0.028
0.032
0.016
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.031
0.028
0.032
0.016
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.031
0.028
0.032
0.016
400,486
349,261
577,625
1,501,824
1,155,249
441,713
366,299
405,898
556,231
750,912
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
400,486
349,261
577,625
1,501,824
1,155,249
441,713
366,299
405,898
556,231
750,912
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
550,001
550,001
523,810
916,668
2020
2020
2020
2020
2020
2021
2021
2021
2021
2022
2020
2020
2020
2020
2020
2021
2021
2021
2021
2022
2022
2022
2022
2020
2020
2020
2020
2020
2021
2021
2021
2021
2022
2022
2022
2022
2020
2020
2020
2020
2020
2021
2021
2021
2021
2022
2022
2022
2022
Vest
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
1-Jul-22
2,606,767
0.016
2,606,767
2022
100%
T Di Domenico
26-Nov-21
26-Nov-21
26-Nov-21
26-Nov-21
320,000
120,000
360,000
800,000
0.021
0.021
0.021
0.021
-
-
-
-
2023
2023
2024
2024
-
-
-
-
Terms and conditions for each grant
Removed
during the
year
Exercise
Price
Expiry Date
First
Exercise
Date
Last
Exercise
Date
$
0.084
0.07
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.031
0.084
0.07
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.031
0.028
0.032
0.016
0.084
0.07
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.031
0.028
0.032
0.016
0.084
0.07
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.031
0.028
0.032
0.016
-
-
-
400,486
349,261
577,625
1,501,824
1,155,249
441,713
366,299
405,898
556,231
750,912
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
7-Oct-21
7-Jan-22
6-Apr-22
6-Jul-22
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
7-Oct-26
7-Jan-27
6-Apr-27
6-Jul-27
N/A
N/A
N/A
1/10/2022
1/04/2023
1/10/2023
4/10/2023
1/10/2022
1/04/2023
1/10/2023
4/10/2023
1/10/2022
1/04/2023
1/10/2023
4/10/2023
(i) The options granted to non-executive directors are in lieu of the payment of directors' fees.
(ii) The performance rights granted to executives are subject to performance and retention conditions.
30,978,435
29,378,435
6,505,498
dorsaVi Annual Report 2022
21
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
2021
Grant Date (i), (ii)
Number
Granted
Non-Executive Directors:
G Tweedly:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
A Attia:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
C Elliott:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
M Panaccio:
28-Nov-19
28-Nov-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
Executives:
A Ronchi:
400,486
349,261
577,625
1,501,824
1,155,249
441,713
366,299
405,898
556,231
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
Value per
unit at grant
date
$
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
0.026
0.026
0.026
0.010
0.029
0.034
0.041
0.037
0.027
Vested during
the year
Year in
which equity
may vest
400,486
349,261
577,625
1,501,824
1,155,249
441,713
366,299
405,898
556,231
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
293,334
255,814
423,077
1,100,001
846,155
323,530
268,293
297,298
407,408
2020
2020
2020
2020
2020
2021
2021
2021
2021
2020
2020
2020
2020
2020
2021
2021
2021
2021
2020
2020
2020
2020
2020
2021
2021
2021
2021
2020
2020
2020
2020
2020
2021
2021
2021
2021
Vest
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Terms and conditions for each grant
Lapsed/re-
moved
during the
year
Exercise
Price
Expiry Date
First
Exercise
Date
Last
Exercise
Date
$
0.084
0.070
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.084
0.070
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.084
0.070
0.034
0.022
0.016
0.049
0.061
0.063
0.041
0.084
0.070
0.034
0.022
0.016
0.049
0.061
0.063
0.041
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
4-Dec-20
4-Dec-20
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
23-Dec-20
2,707,286
0.037
2,707,286
2021
100%
M May:
5-Nov-14
20,000
0.27
-
2025
100%
-
-
-
N/A
0.40
5-Nov-24
N/A
N/A
N/A
N/A
D Erikson:
18-Sep-19
18-Sep-19
18-Sep-19
J Goldin
115,000
115,000
200,000
0.04
0.04
0.04
84,000
-
-
2021
2022
2023
73%
-
-
31,000
115,000
-
11-Mar-21
1,000,000
0.033
22,556,602
1,000,000
22,190,602
2021
100%
-
146,000
(i) The options granted to non-executive directors are in lieu of the payment of directors' fees.
(ii) The performance rights granted to executives are subject to performance and retention conditions.
-
-
-
N/A
N/A
1-Sep-22
N/A
N/A
1-Sep-22
N/A
N/A
1-Sep-22
N/A
N/A
N/A
As at 30 June 2022, no options have been exercised and, accordingly, no shares have been issued as a result of options
previously vested.
F.
(a)
Key Management Personnel’s Equity Holdings
Number of Equity Holdings held by Key Management Personnel
As at 30 June 2022, no key management personnel held options, under the Group’s Employee Share Ownership Plan 2013.
The non-executive directors, as approved at the 2019, 2020 and 2021 AGMs, have been granted 20,266,170 options over
ordinary shares in lieu of the payment of directors’ fees, refer table 5 above.
As at 30 June 2022, key management personnel held 4,600,000 performance rights under the Group’s Employee Share
Ownership Plan 2013, which, on vesting, convert to 4,600,000 ordinary shares of the Group. As at 30 June 2022, none of
these performance rights had vested and converted to shares.
dorsaVi Annual Report 2022
22
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(b)
Number of Shares held by Key Management Personnel (Consolidated)
The relevant interest of each key management personnel in the share capital of the Group as notified the ASX as at 30 June
2022 is as follows:
Table 7
2022
Balance 30
June 2021
Vested on
Achievement of
KPI
Participation in
share Issue
Net Change
Other
Balance 30
June 2022
Non-Executive Directors
A Attia
C Elliott
M Panaccio
M Panaccio (relevant interest)
G Tweedly
Executive Director
A Ronchi
Executives
T Di Domenico
D Connellan
D Ronchi
J Goldin
M May
Y Pateras
576,898
462,963
102,805,786
70,000
1,018,911
17,103,889
-
2,463,839
-
1,051,030
470,750
20,000
126,044,066
G.
(a)
Loans to Key Management Personnel
Aggregate of Loans Made
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,896,666)
(70,000)
(1,018,911)
576,898
462,963
100,909,120
-
-
205,000
17,308,889
1,000,000
(2,463,839)
3,277,090
-
(470,750)
-
(1,438,076)
1,000,000
-
3,277,090
1,051,030
-
20,000
124,605,990
There were no loans made to key management personnel during the 2022 financial year (2021: $Nil). There were no
outstanding loans to key management personnel as at 30 June 2022 (30 June 2021: $Nil).
H.
(a)
Other Transactions with Key Management Personnel
Transactions with Key Management Personnel of the Entity or its Parent and their Personally Related
Entities
During the year, dorsaVi Ltd did not enter into any transactions with key management personnel or their personally related
entities.
(b)
Transactions with Other Related Parties
As approved by shareholders at the 2020 and 2021 AGMs, Non-Executive Directors were granted options over ordinary
shares in lieu of the payment of directors’ fees. During the year ended 30 June 2022, Starfish Ventures Pty Ltd was granted
2,540,480 options (refer table 5) on behalf of Michael Panaccio (2021: 1,296,529).
dorsaVi Annual Report 2022
23
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
I.
Use of Remuneration Consultants
During the year the Board did not engage remuneration consultants.
J.
Voting and Comments made at the Group’s 2021 Annual General Meeting (AGM)
At the Group’s most recent AGM, resolution to adopt the prior year remuneration report was put to the vote and at least 75%
of ‘yes’ votes were cast for adoption of that report. No comments were made on the remuneration report that was
considered at the AGM.
-----------------------------------End of the Remuneration Report------------------------------------------
Signed in accordance with a resolution of the directors
Michael Panaccio
Interim Chairman
Andrew Ronchi
Director and CEO
Melbourne
Date: 31 August 2022
Melbourne
Date: 31 August 2022
dorsaVi Annual Report 2022
24
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
AUDITOR’S INDEPENDENCE DECLARATION
To the Directors of dorsaVi Ltd
In relation to the independent audit for the year ended 30 June 2022, to the best of my knowledge and belief
there have been:
(i)
(ii)
no contraventions of the auditor independence requirements of the Corporations Act 2001; and
no contraventions of APES 110 Code of Ethics for Professional Accountants (including Independence
Standards).
This declaration is in respect of dorsaVi Ltd and the entities it controlled during the year.
S SCHONBERG
Partner
Date: 31 August 2022
PITCHER PARTNERS
Melbourne
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
25
pitcher.com.au
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Financial Report for the Year Ended 30 June 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Revenue and other income:
Sales revenue
Forgiveness of PPP loans
Change in fair value of derivative asset
Other gains on financial instruments
Other income
Less: Expenses:
Cost of sales
Advertising expenses
Consultancy expenses
Depreciation and amortisation expenses
Employee benefits expenses
Finance costs
Change in fair value of derivative asset
Occupancy expenses
Professional fees
Software expenses
Travel expenses
Other expenses
Loss before income tax benefit
Income tax benefit
Loss from continuing operations
Other comprehensive income:
Items that may be reclassified subsequently to
profit and loss:
Exchange differences on translation of foreign
subsidiaries net of tax
Other comprehensive income for the year
Loss for the year
Loss per share for loss from continuing operations
attributable to equity holders of the parent entity:
Basic loss per share
Diluted loss per share
Notes
2022
$
2021
Restated
$
4
4
4
4
4
5
5
5
6
2,353,154
1,868,982
299,622
298,523
373,113
148,459
3,472,871
(278,013)
(196,731)
(341,141)
(181,424)
(3,005,185)
(389,447)
-
(73,372)
(315,856)
(339,870)
(4,682)
(445,487)
(5,571,208)
(2,098,337)
562,263
(1,536,074)
-
-
373,113
560,726
2,802,821
(166,328)
(139,241)
(372,593)
(210,203)
(2,862,227)
(332,371)
(349,576)
(49,939)
(461,308)
(314,539)
(16,717)
(358,481)
(5,633,523)
(2,830,702)
417,830
(2,412,872)
12,652
12,652
(1,523,422)
(21,784)
(21,784)
(2,434,656)
23
23
(0.44 cents)
(0.44 cents)
(0.81 cents)
(0.81 cents)
The above statement should be read in conjunction with the accompanying notes.
dorsaVi Annual Report 2022
26
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2022
Notes
2022
Current assets
Cash and cash equivalents
Receivables
Inventories
Other assets
Total current assets
Non-current assets
Other assets
Plant and equipment
Total non-current assets
Total assets
Current liabilities
Payables
Borrowings
Lease liability
Provisions
Other liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liability
Provisions
Other liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Accumulated losses
Total equity
8
9
10
11
11
13
14
15
16
17
18
15
16
17
18
19
20
20
$
449,701
1,204,278
522,283
889,137
3,065,399
-
289,937
289,937
2021
Restated
$
2,796,175
1,237,222
626,697
148,286
4,808,380
359,800
253,621
613,421
3,355,336
5,421,801
235,294
1,081,653
38,901
225,816
488,160
2,069,824
-
60,573
4,289
-
64,862
2,134,686
1,220,650
44,532,862
395,390
(43,707,602)
1,220,650
204,783
325,149
101,737
202,677
1,164,346
1,998,692
757,030
-
2,841
186,556
946,427
2,945,119
2,476,682
44,532,862
401,472
(42,457,652)
2,476,682
The above statement should be read in conjunction with the accompanying notes.
dorsaVi Annual Report 2022
27
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Consolidated Entity
Share capital
Reserves
$
$
Balance as at 1 July 2020
41,080,353
233,253
Accumulated
losses
$
Restated
(40,156,463)
Total Equity
$
1,157,143
Loss for the year
Exchange differences on
translation of foreign
operations, net of tax
Total comprehensive
income for the year
Transactions with owners in
their capacity as owners:
Issue of shares
Cost of raising capital
Employee share ownership
plan
Equity instruments lapsed
-
- (2,412,872)
(2,412,872)
-
(21,784)
-
(21,784)
-
(21,784)
(2,412,872)
(2,434,656)
3,702,840
-
- 3,702,840
(250,331)
-
-
(250,331)
-
-
3,452,509
301,686
(111,683)
190,003
- 301,686
111,683
111,683
-
3,754,195
Balance as at 30 June 2021
44,532,862
401,472
(42,457,652)
2,476,682
Balance as at 1 July 2021
44,532,862
401,472
(42,457,652)
2,476,682
Loss for the year
Exchange differences on
translation of foreign
operations, net of tax
Total comprehensive
income for the year
Transactions with owners in
their capacity as owners:
Issue of shares
Cost of raising capital
Employee share ownership
plan
Equity instruments lapsed
-
- (1,536,074)
(1,536,074)
-
12,652
- 12,652
-
12,652
(1,536,074)
(1,523,422)
-
-
-
-
-
-
-
-
-
267,390
(286,124)
(18,734)
- 267,390
286,124
286,124
-
267,390
Balance as at 30 June 2022
44,532,862
395,390
(43,707,602)
1,220,650
The above statement should be read in conjunction with the accompanying notes.
dorsaVi Annual Report 2022
28
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Cash flow from operating activities
Receipts from customers
Payments to suppliers and employees
Interest paid
Grants and sundry income received
Interest received
Income tax refunded
Net cash used in operating activities
Cash flow from investing activities
Payment for plant and equipment
Payment for intangibles
Net cash used in investing activities
Cash flow from financing activities
Proceeds from share issue
Cost of raising capital and issuing convertible note
Proceeds from borrowings
Repayment of borrowings
Payment of principal portion lease liability
Net cash provided by financing activities
Reconciliation of cash
Cash at beginning of the financial year
Net increase / (decrease) in cash held
Cash at end of the year
Notes
2022
$
2021
$
2,283,761
(4,873,328)
(130,608)
145,233
3,226
417,831
(2,153,885)
1,562,306
(4,684,478)
(141,348)
549,601
11,125
432,397
(2,270,397)
21 (b)
(64,850)
(35,488)
(100,338)
(51,829)
(33,584)
(85,413)
-
-
132,568
(105,154)
(119,665)
(92,251)
3,702,840
(250,331)
256,097
(96,662)
(145,247)
3,466,697
2,796,175
(2,346,474)
449,701
1,685,288
1,110,887
2,796,175
21 (a)
The above statement should be read in conjunction with the accompanying notes.
dorsaVi Annual Report 2022
29
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Notes to the Financial Statements
TABLE OF CONTENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2:
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
NOTE 3:
FINANCIAL RISK MANAGEMENT
NOTE 4:
REVENUE FROM CONTRACTS WITH CUSTOMERS AND OTHER INCOME
NOTE 5:
LOSS FROM CONTINUING OPERATIONS
NOTE 6:
INCOME TAX
NOTE 7:
DIVIDENDS
NOTE 8:
CASH AND CASH EQUIVALENTS
NOTE 9:
RECEIVABLES
NOTE 10:
INVENTORIES
NOTE 11:
OTHER ASSETS
NOTE 12:
INTANGIBLE ASSETS
NOTE 13:
PLANT AND EQUIPMENT
NOTE 14:
PAYABLES
NOTE 15:
BORROWINGS
NOTE 16:
LEASE LIABILITY
NOTE 17:
PROVISIONS
NOTE 18:
OTHER LIABILITIES
NOTE 19:
SHARE CAPITAL
NOTE 20:
RESERVES AND ACCUMULATED LOSSES
NOTE 21:
CASH FLOW INFORMATION
NOTE 22:
COMMITMENTS AND CONTINGENCIES
NOTE 23:
LOSS PER SHARE
NOTE 24:
SHARE BASED PAYMENTS
NOTE 25:
SUBSIDIARIES AND RELATED PARTY DISCLOSURES
NOTE 26:
AUDITOR'S REMUNERATION
NOTE 27:
PARENT ENTITY INFORMATION
NOTE 28:
SEGMENT INFORMATION
NOTE 29:
SUBSEQUENT EVENTS
dorsaVi Annual Report 2022
31
38
39
42
43
43
43
43
44
45
45
45
46
48
48
49
49
49
49
50
51
52
53
53
55
56
56
57
58
30
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 30 JUNE 2022
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies adopted by the Group in the preparation and presentation of
the financial report. The accounting policies have been consistently applied, unless otherwise stated.
(a)
Basis of Preparation of the Financial Report
This financial report is a general purpose financial report that has been prepared in accordance with the Corporations Act
2001, Australian Accounting Standards, Interpretations and other applicable authoritative pronouncements of the Australian
Accounting Standards Board (AASB).
The financial report covers dorsaVi Ltd and controlled entities as a Group. dorsaVi Ltd is a company limited by shares,
incorporated and domiciled in Australia at: Unit 3, 11-13 Milgate Street, Oakleigh South, Victoria, 3167. dorsaVi Ltd is a for-
profit entity for the purpose of preparing the financial statements.
The financial report was authorised for issue by the directors on the date of the directors’ report.
Compliance with International Financial Reporting Standards:
The consolidated financial statements of dorsaVi Ltd also comply with the International Financial Reporting Standards
(IFRS) issued by the International Accounting Standards Board (IASB).
Historical Cost Convention:
The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for
certain classes of assets and liabilities as described in the accounting policies.
Significant Accounting Estimates and Judgements:
The preparation of the financial report requires the use of certain estimates and judgements in applying the entity’s
accounting policies. Those estimates and judgements significant to the financial report are disclosed in Note 2.
(b)
New and Revised Accounting Standards Effective at 30 June 2022
The Group has applied all new and revised Australian Accounting Standards that apply to annual reporting periods
beginning on or after 1 July 2021. The impact of the application of these accounting standards was not material.
(c)
Going Concern
The financial report has been prepared on a going concern basis. The Group incurred a loss from ordinary activities after
income tax of $1,536,074 during the year ended 30 June 2022 (2021: $2,412,872). The group had a net decrease in cash of
$2,346,474 (2021: increase $1,110,887). As at 30 June 2022, the Group’s current assets exceed current liabilities by
$995,575 (2021: $2,809,688).
In determining the basis for preparation of the financial report, the Directors have assessed the financial performance, future
operating plans, financial forecasts, existing financial position and additional funding opportunities potentially available to the
Group. The Directors believe there are reasonable grounds to expect the Group to be able to continue as a going concern
for at least 12 months from the date of issue of the financial report, which contemplates continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. It is acknowledged
however that there are uncertainties associated with the forecast assumptions regarding the ability to maintain and grow
revenues, contain and further reduce costs, and the ability to obtain additional debt or equity funding if required.
As a result of the above, the Directors have concluded that the going concern basis is appropriate.
Given the circumstances detailed above, there exists a material uncertainty that may cast significant doubt on the ability of
the Group to continue as a going concern and therefore, whether it will be able to realise its assets and extinguish its
liabilities in the normal course of business, and at the amounts stated in the financial report.
(d)
Principles of Consolidation
The consolidated financial statements are those of the Group, comprising the financial statements of the parent entity and all
of the entities which the parent controls. The Group controls an entity when it is exposed, or has rights, to variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity.
dorsaVi Annual Report 2022
31
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent
accounting policies. Adjustments are made to bring into line any dissimilar accounting policies, which may exist.
All inter-company balances and transactions, including any unrealised profits or losses have been eliminated on
consolidation. Subsidiaries are consolidated from the date on which control is established and are de-recognised from the
date that control ceases.
(e)
Revenue from contracts with customers
The Group derives revenue from the sale of wearable sensors and software. The devices, when used with Group software,
allow the accurate measurement of movement at a variety of different places on the human body or the activity of muscles.
Revenue from integrated sales of devices and software:
The Group’s contracts with customers are typically integrated and requires the provision of devices and software which is
not separately identifiable and so is considered a bundle of goods and services. Revenue from the sale or lease of devices
and licencing of software is recognised over the licence term.
Revenue from consulting:
Revenue from consulting contracts is recognised over time, as the services are provided to the customer, based on service
hours performed as a percentage of estimated total service hours under the contract. Recognising revenue on the basis of
service hours is considered an appropriate method of recognising revenue as it is consistent with the manner in which
services are provided to the customer.
Revenue from the sale of consumables:
The Group sells various consumables goods to customers to support their ongoing use of their wearable sensors. Revenue
from the consumables is recognised at the point in time when control of the goods is transferred to the customer, which
generally occurs at the time of delivery. Customers are, either, required to pay in full for all goods received at the time of
purchase, or, are invoiced on a monthly basis depending on the contract. Outstanding invoices are due for payment within
30 days of the invoice date.
Consideration included in the measurement of revenue:
The consideration to be received from customers is generally fixed and based on the customer contract.
Receivables from contracts with customers:
A receivable from a contract with a customer represents the Group’s unconditional right to consideration arising from the
transfer of goods or services to the customer (i.e. only the passage of time is required before payment of the consideration is
due). Subsequent to initial recognition, receivables from contracts with customers are measured at amortised cost and are
tested for impairment.
Contract assets:
A contract asset represents the Group’s right to consideration (not being an unconditional right recognised as a receivable)
in exchange for goods or services transferred to the customer. Contract assets are measured at the amount of
consideration that the Group expects to be entitled in exchange for goods or services transferred to the customer.
Contract liabilities:
A contract liability represents the Group’s obligation to transfer goods or services to the customer for which the company has
received consideration (or an amount of consideration is due) from the customer. Amounts recorded as contract liabilities
are subsequently recognised as revenue when the Group transfers the contracted goods or services to the customer.
(f)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months
or less held at call with financial institutions, and bank overdrafts. Bank overdrafts are shown within borrowings in current
liabilities on the statement of financial position.
(g)
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost comprises all costs of purchase, cost of
conversion and other costs incurred in bringing inventories to their present location and condition.
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(h)
Plant and Equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and any
accumulated impairment loss.
Depreciation:
The depreciable amount of all fixed assets is depreciated over their estimated useful lives commencing from the time the
asset is held ready for use.
Class of Fixed Asset
Testing equipment
Leased devices
Office equipment
Furniture, fixtures and fittings
Right to use asset
Tooling
(i)
Leases
Lease assets:
Depreciation Rates
10-50%
20%
10-67%
10-20%
31%
10%
Depreciation Basis
Diminishing value
Straight line
Diminishing value
Diminishing value
Straight line
Straight line
At the commencement date of a lease (other than leases of 12-months or less and leases of low value assets), the company
recognises a lease asset representing its right to use the underlying asset and a lease liability representing its obligation to
make lease payments.
Lease assets are initially recognised at cost, comprising the amount of the initial measurement of the lease liability, any
lease payments made at or before the commencement date of the lease, less any lease incentives received, any initial direct
costs incurred by the company, and an estimate of costs to be incurred by the company in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the
terms and conditions of the lease, unless those costs are incurred to produce inventories.
Subsequent to initial recognition, lease assets are measured at cost (adjusted for any remeasurement of the lease liability),
less accumulated depreciation and any accumulated impairment loss.
Lease assets are depreciated over the shorter of the lease term and the estimated useful life of the underlying asset,
consistent with the estimated consumption of the economic benefits embodied in the underlying asset.
Lease liabilities:
At the commencement date of a lease (other than leases of 12-months or less and leases of low value assets), the company
recognises a lease asset representing its right to use the underlying asset and a lease liability representing its obligation to
make lease payments.
Lease liabilities are initially recognised at the present value of the future lease payments (i.e. the lease payments that are
unpaid at the commencement date of the lease). These lease payments are discounted using the interest rate implicit in the
lease, if that rate can be readily determined, or otherwise using the company’s incremental borrowing rate.
Subsequent to initial recognition, lease liabilities are measured at the present value of remaining lease payments (i.e. the
lease payments that are unpaid at the reporting date). Interest expense on lease liabilities is recognised in profit or loss
(presented as a component of finance costs). Lease liabilities are remeasured to reflect changes to lease terms, changes to
lease payments and any lease modifications not accounted for as separate leases.
Variable lease payments not included in the measurement of lease liabilities are recognised as an expense when incurred.
Leases of 12-months or less and leases of low value assets:
Lease payments made in relation to leases of 12-months or less and leases of low value assets (for which a lease asset and
a lease liability has not been recognised) are recognised as an expense on a straight-line basis over the lease term.
dorsaVi Annual Report 2022
33
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(j)
Intangibles
Patents:
Patents, trademarks and licenses are recognised at cost and depreciated on a straight-line basis over their effective lives,
which is estimated to be 10 and 20 years.
Research:
Expenditure on research activities is recognised as an expense when incurred.
Development Expenditure:
Development expenditure encompasses the cost of developing new products including mobile applications, algorithms,
sensors, hardware and firmware. Development expenditure is capitalised when the entity can demonstrate all of the
following: the technical feasibility of completing the asset so that it will be available for use or sale; the intention to complete
the asset and use or sell it; the ability to use or sell the asset; how the asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the
asset; and the ability to measure reliably the expenditure attributable to the asset during its development. Capitalised
development expenditure is carried at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation is calculated using a straight-line method to allocate the cost of the intangible asset over its estimated useful
life, which range from 5 to 10 years. Amortisation commences when the intangible asset is available for use.
Other development expenditure is recognised as an expense when incurred.
(k)
Impairment of Non-Financial Assets
Intangible assets not yet ready for use and intangible assets with indefinite useful lives are not subject to amortisation and
are therefore tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired.
For impairment assessment purposes, assets are generally grouped at the lowest levels for which there are largely
independent cash flows - Cash Generating Units (CGU). Accordingly, most assets are tested for impairment at the cash-
generating unit level.
Intangible assets not yet ready for use and intangible assets with indefinite useful lives are assessed for impairment
whenever events or circumstances arise that indicate the asset may be impaired.
An impairment loss is recognised when the carrying amount of an asset or CGU exceeds the asset’s or CGU’s recoverable
amount. The recoverable amount of an asset or CGU is defined as the higher of its fair value less costs to sell and value in
use. Refer to Note 2 for a description of how management determines value in use.
Impairment losses in respect of individual assets are recognised immediately in profit or loss unless the asset is carried at a
revalued amount in which case the impairment loss is treated as a revaluation decrease in accordance with the applicable
Standard. Impairment losses in respect of CGU’s are allocated first against the carrying amount of any goodwill attributed to
the CGU with any remaining impairment loss allocated on a pro rata basis to the other assets comprising the relevant CGU.
(l)
Income Tax
Current income tax benefit is the tax receivable on the current period's taxable income based on the applicable income tax
rate adjusted by changes in deferred tax assets and liabilities. Current income tax benefit incudes refundable research and
development tax offsets.
Deferred tax assets and liabilities are recognised for temporary differences at the applicable tax rates when the assets are
expected to be recovered or liabilities settled. Deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability
in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
dorsaVi Annual Report 2022
34
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Tax Consolidation:
dorsaVi Ltd (parent entity) and its wholly owned subsidiary, Australian Workplace Compliance Pty Ltd, have applied tax
consolidation legislation and formed a tax-consolidated group from 1 July 2014. The parent entity and subsidiary in the tax-
consolidated group have entered into a tax funding agreement such that each entity in the tax-consolidated group
recognises the assets, liabilities, expenses and revenues in relation to its own transactions, events and balances only. This
means that:
The parent entity recognises all current and deferred tax amounts relating to its own transactions, events and balances
only;
The subsidiary recognises current or deferred tax amounts arising in respect of their own transactions, events and
balances;
Current tax liabilities and deferred tax assets arising in respect of tax losses, are transferred from the subsidiary to the
head entity as inter-company payables or receivables.
The tax-consolidated group also has a tax sharing agreement in place to limit the liability of the subsidiary in the tax-
consolidated group arising under the joint and several liability requirements of the tax consolidation system, in the event of
default by the parent entity to meet its payment obligations.
(m)
Employee Benefits
(i)
Short-Term Employee Benefit Obligations:
Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled
within twelve months of the reporting date are measured at the amounts based on remuneration rates which are expected to
be paid when the liability is settled. The expected cost of short-term employee benefits in the form of compensated
absences such as annual leave is recognised in the provision for employee benefits. All other short-term employee benefit
obligations are presented as payables.
(ii)
Long-Term Employee Benefit Obligations:
The provision for employee benefits in respect of long service leave and annual leave which, are not expected to be settled
within twelve months of the reporting date, are measured at the present value of the estimated future cash outflow to be
made in respect of services provided by employees up to the reporting date.
Employee benefit obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual
settlement is expected to occur.
(iii)
Retirement Benefit Obligations:
The Group makes contributions to defined contribution superannuation plans in respect of employee services rendered
during the year. These superannuation contributions are recognised as an expense in the same period when the employee
services are received.
(iv)
Share-Based Payments:
The Group operates share-based payment employee share and option schemes. The fair value of the equity to which
employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a
corresponding increase to an equity account. In respect of share-based payments that are dependent on the satisfaction of
performance conditions, the number of shares and options expected to vest is reviewed and adjusted at each reporting date.
The amount recognised for services received as consideration for these equity instruments granted is adjusted to reflect the
best estimate of the number of equity instruments that eventually vest.
(v)
Bonus Plan:
The Group recognises a provision when a bonus is payable in accordance with the employee’s contract of employment and
the amount can be reliably measured.
dorsaVi Annual Report 2022
35
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(n)
Borrowing Costs
Borrowing costs include interest expense calculated using the effective interest method, finance charges in respect of
leases, and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an
adjustment to interest costs. Borrowing costs are expensed as incurred.
(o)
Financial Instruments
Initial recognition and measurement:
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of
the asset.
Financial instruments are initially measured at fair value adjusted for transaction costs, except where the instrument is
classified as fair value through profit or loss, in which case transaction costs are immediately recognised as expenses in
profit or loss.
Classification of financial assets:
Financial assets recognised by the Group are subsequently measured in their entirety at either amortised cost or fair value,
subject to their classification and whether the Group irrevocably designates the financial asset on initial recognition at fair
value through other comprehensive income (FVtOCI) in accordance with the relevant criteria in AASB 9.
Financial assets not irrevocably designated on initial recognition at FVtOCI are classified as subsequently measured at
amortised cost, FVtOCI or fair value through profit or loss (FVtPL) on the basis of both:
the Group’s business model for managing the financial assets; and
(a)
the contractual cash flow characteristics of the financial asset.
(b)
Classification of financial liabilities:
Financial liabilities classified as held-for-trading, contingent consideration payable by the Group for the acquisition of a
business, and financial liabilities designated at FVtPL, are subsequently measured at fair value.
All other financial liabilities recognised by the Group are subsequently measured at amortised cost.
Trade and other receivables:
Trade and other receivables arise from the Group’s transactions with its customers and are normally settled within 30 days.
Consistent with both the Group’s business model for managing the financial assets and the contractual cash flow
characteristics of the assets, trade and other receivables are subsequently measured at amortised cost.
Impairment of financial assets:
The following financial assets are tested for impairment by applying the ‘expected credit loss’ impairment model:
(a)
(b)
(c)
debt instruments measured at amortised cost;
debt instruments classified at fair value through other comprehensive income; and
receivables from contracts with customers and contract assets.
The Group applies the simplified approach under AASB 9 to measuring the allowance for credit losses for both receivables
from contracts with customers and contract assets. Under the AASB 9 simplified approach, the Group determines the
allowance for credit losses for receivables from contracts with customers and contract assets on the basis of the lifetime
expected credit losses of the financial asset. Lifetime expected credit losses represent the expected credit losses that are
expected to result from default events over the expected life of the financial asset.
For all other financial assets subject to impairment testing, when there has been a significant increase in credit risk since the
initial recognition of the financial asset, the allowance for credit losses is recognised on the basis of the lifetime expected
credit losses. When there has not been an increase in credit risk since initial recognition, the allowance for credit losses is
recognised on the basis of 12-month expected credit losses. ’12-month expected credit losses’ is the portion of lifetime
expected credit losses that represent the expected credit losses that result from default events on a financial instrument that
are possible within the 12 months after the reporting date.
The Group consider a range of information when assessing whether the credit risk has increased significantly since initial
recognition. This includes such factors as the identification of significant changes in external market indicators of credit risk,
significant adverse changes in the financial performance or financial position of the counterparty, significant changes in the
value of collateral, and past due information.
dorsaVi Annual Report 2022
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dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
The Group assumes that the credit risk on a financial asset has not increased significantly since initial recognition when the
financial asset is determined to have a low credit risk at the reporting date. The Group considers a financial asset to have a
low credit risk when the counterparty has an external ‘investment grade’ credit rating (if available) of BBB or higher, or
otherwise is assessed by the Group to have a strong financial position and no history of past due amounts from previous
transactions with the Group.
The Group determines expected credit losses using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the financial asset as well as current and future expected economic
conditions relevant to the financial asset. When material, the time value of money is incorporated into the measurement of
expected credit losses. There has been no change in the estimation techniques or significant assumptions made during the
reporting period.
The Group has identified expected credit loss rates for the purpose of measuring expected credit losses. These credit loss
rates have been selected based on the Group’s historical experience. Because contract assets are directly related to
unbilled work in progress, contract assets have a similar credit risk profile to receivables from contracts with customers.
Accordingly, the Group applies the same approach to measuring expected credit losses of receivables from contracts with
customers as it does to measuring impairment losses on contract assets.
The measurement of expected credit losses reflects the Group’s ‘expected rate of loss’, which is a product of the probability
of default and the loss given default, and its ‘exposure at default’, which is typically the carrying amount of the relevant
asset. Expected credit losses are measured as the difference between all contractual cash flows due and all contractual
cash flows expected based on the Group’s exposure at default, discounted at the financial asset’s original effective interest
rate.
Financial assets are regarded as ‘credit-impaired’ when one or more events have occurred that have a detrimental impact
on the estimated future cash flows of the financial asset. Indicators that a financial asset is ‘credit-impaired’ include
observable data about the following:
(a)
(b)
(c)
significant financial difficulty of the issuer or the borrower;
breach of contract;
the lender, for economic or contractual reasons relating to the borrower’s financial difficulty, has granted
concessions to the borrower that the lender would not otherwise consider; or
it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation.
(d)
The gross carrying amount of a financial asset is written off (i.e. reduced directly) when the counterparty is in severe
financial difficulty and the Group has no realistic expectation of recovery of the financial asset. Financial assets written off
remain subject to enforcement action by the Group. Recoveries, if any, are recognised in profit or loss.
(p)
Foreign Currency Translations and Balances
Functional and Presentation Currency:
The financial statements of each entity within the Group are measured using the currency of the primary economic
environment in which that entity operates (the functional currency). The consolidated financial statements are presented in
Australian dollars which is the Group’s functional and presentation currency.
Transactions and Balances:
Transactions undertaken in foreign currencies are recognised in the Group’s functional currency at the rate of exchange
ruling at the date of the transaction.
Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign
currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate
at the end of the financial year.
Except for certain foreign currency hedges, all resulting exchange differences arising on settlement or re-statement are
recognised as revenues and expenses in the financial year in which they arose.
Foreign Subsidiaries:
Entities that have a functional currency different to the presentation currency are translated as follows:
Assets and liabilities are translated at the closing rate on reporting date;
Income and expenses are translated at actual exchange rates or average exchange rates for the period, where
appropriate; and
All resulting exchange differences are recognised in other comprehensive income.
dorsaVi Annual Report 2022
37
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(q)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the
asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown
inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
(r)
Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency.
(s)
Restatement of convertible note accounting balances including embedded derivative and host liability
The Group originally recognised an embedded derivative liability associated with its convertible notes issued in December
2019. It has been identified that an embedded derivative asset should have been recognised on initial recognition rather
than a liability. Further, it has been determined that no fair value adjustment should be recognised upon initial recognition,
rather the fair value adjustment shall be recognised on a straight-line basis over the term of the instrument. The
comparative figures have been restated as follows:
Previously reported
(30 June 2021)
Adjustment
As restated
Change in fair value of derivative
liability/asset – revenue
Change in fair value of derivative
liability/asset - expense
Other gain on financial instruments
Finance costs
Loss before income tax benefit
Loss after income tax benefit
Other Assets – non-current
Total Non-Current Assets
Total Assets
Payables
Borrowings - current
Other liabilities – current
Total Current Liabilities
Borrowings – non-current
Other liabilities – non-current
Total Non-current Liabilities
Total Liabilities
Net Assets
Retained Earnings
Total Equity
349,576
-
-
(274,154)
(2,446,097)
(2,028,267)
-
253,621
5,062,001
996,016
246,253
-
1,546,683
1,349,304
-
1,352,145
2,898,828
2,163,173
(42,771,161)
2,163,173
(349,576)
(349,576)
373,113
(58,217)
(384,605)
(384,605)
359,800
359,800
359,800
(791,233)
78,896
1,164,346
452,009
(592,274)
186,556
(405,718)
46,291
313,509
313,509
313,509
0
(349,576)
373,113
(332,371)
(2,830,702)
(2,412,872)
359,800
613,421
5,421,801
204,783
325,149
1,164,346
1,998,692
757,030
186,556
946,427
2,945,119
2,476,682
(42,457,652)
2,476,682
In summary, the loss after income tax benefit for the year ended 30 June 2021 increased by $384,605 to $2,412,872 and the
total equity at 30 June 2021 increased by $313,509 to $2,476,682 due to opening total equity at 30 June 2020 increasing by
$698,114 less the increase in loss after income tax benefit increasing by $384,605 for that year.
The adjustment is a non-cash adjustment.
(t)
Rounding of Amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the
directors’ report and in the financial statements have been rounded to the nearest dollar.
NOTE 2:
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
Certain accounting estimates include assumptions concerning the future, which, by definition, will seldom represent actual
results. Estimates and assumptions based on future events have a significant inherent risk, and where future events are not
as anticipated there could be a material impact on the carrying amounts of the assets and liabilities discussed below:
dorsaVi Annual Report 2022
38
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(a)
Impairment of Non-Financial Assets other than Goodwill
All assets are assessed for impairment at each reporting date by evaluating whether indicators of impairment exist in relation
to the continued use of the asset by the Group. Impairment triggers include declining product performance, technology
changes, adverse changes in the economic or political environment or future product expectations. If an indicator of
impairment exists, the recoverable amount of the asset is determined.
The recoverable amount of a CGU is based on value in use calculations. The Directors have determined that there is one
CGU applicable to the cash flows generated. Value in use calculations are based on projected cash flows approved by
management covering a maximum five-year period. Management’s determination of cash flow projections are based on
past performance and its expectations of the future
(b)
Employee Benefits
The calculation of long-term employment benefits requires estimation of the retention of staff, future wage levels and timing
of the settlement of employee entitlements. The estimates are based on historical trends.
(c)
Share Based Payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity
instruments on the date at which they are granted. The value of equity instruments granted is determined according to the
fair value of goods or services received unless that fair value cannot be estimated reliably, in which case the fair value is
determined by reference to the underlying value of equity instruments granted.
NOTE 3:
FINANCIAL RISK MANAGEMENT
The Board of directors has overall responsibility for identifying and managing operational and financial risks.
The Group holds the following financial instruments:
Financial assets:
Cash and cash equivalents
Trade receivables
Other receivables
Finance liabilities:
Trade payables
Borrowings
Lease liability
Other liabilities
Other payables
The Group is exposed to a variety of financial risks comprising:
Interest rate risk
Currency risk
Credit risk
Liquidity risk
(a)
Currency Risk
2022
$
2021
$
449,701
486,702
717,576
1,653,979
77,488
1,081,653
99,474
488,160
157,806
1,904,581
2,796,175
617,092
620,130
4,033,397
75,258
1,082,179
101,737
1,350,902
129,525
2,739,601
The Group undertakes transactions denominated in foreign currencies. Currency risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Group is exposed to foreign currency risk through the operation of wholly owned subsidiaries in the United Kingdom and
the United States of America and transactions occurring with countries in currencies that differ to the presentation currency
of the Group.
Whilst operations in these geographical regions are in their infancy, the Group has not established a hedging policy to
mitigate adverse currency risk.
dorsaVi Annual Report 2022
39
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
The carrying amount of foreign currency denominated monetary assets and monetary liabilities at reporting date are:
Current assets
Current liabilities
Sensitivity:
2022
$
2021
$
USD
GBP
USD
GBP
411,729
143,596
268,133
66,221
40,294
25,927
645,218
393,388
251,830
51,228
108,910
(57,682)
If foreign exchange rates were to increase/decrease by 10% from rates used in the profit or loss during the financial year,
assuming all other variables that might impact on fair value remain constant, then the impact on loss for the year and equity
is as follows:
+/- 10%
Impact on loss after tax
Impact on equity
(b)
Interest Rate Risk
2022
$
3,284
3,284
2021
$
61,137
61,137
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of
changes in market interest rates.
The Group’s exposure to interest rate risk in relation to future cash flows and the effective weighted average interest rates
on classes of financial assets and financial liabilities, is as follows:
2022
Financial Instruments
Financial assets
Cash
Term Deposit
Term Deposit
Term Deposit
Trade receivables
Other receivables
Financial liabilities
Trade payables
Insurance finance facility
Convertible note
Lease liability
Other liabilities
Other payables
Interest
Bearing
$
Non-interest
bearing
$
Total carrying
amount
$
369,539
11,550
28,612
40,000
-
-
449,701
-
-
-
-
486,702
717,576
1,204,278
369,539
11,550
28,612
40,000
486,702
717,576
1,653,979
Weighted
average effective
interest rate
0.51% Floating
0.20% Fixed
0.50% Fixed
0.25% Fixed
0.00%
0.00%
-
93,724
987,929
99,474
-
-
1,181,127
77,488
-
-
-
488,160
157,806
723,454
77,488
93,724
987,929
99,474
488,160
157,806
1,904,581
0.00%
4.1% Fixed
10% Fixed
5% Fixed
0.00%
0.00%
dorsaVi Annual Report 2022
40
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
2021
Financial Instruments
Financial assets
Cash
Term Deposit
Term Deposit
Term Deposit
Trade receivables
Other receivables
Financial liabilities
Trade payables
Insurance finance facility
Paycheck Protection Program loans
Convertible note
Lease liability
Other liabilities
Other payables
Interest Bearing
$
Non-interest
bearing
$
Total carrying
amount
$
Weighted
average effective
interest rate
2,676,182
51,381
28,612
40,000
-
-
-
-
-
-
617,092
620,130
2,676,182
51,381
28,612
40,000
617,092
620,130
0.51% Floating
0.20% Fixed
0.50% Fixed
0.25% Fixed
0.00%
0.00%
2,796,175
1,237,222
4,033,397
-
66,310
286,779
729,090
101,737
-
-
75,258
-
-
-
-
1,350,902
129,525
75,258
66,310
286,779
729,090
101,737
1,350,902
129,525
1,183,916
1,555,685
2,739,601
0.00%
4.1% Fixed
1% Fixed
10% Fixed
12% Fixed
0.00%
0.00%
No other financial assets or financial liabilities are expected to be exposed to interest rate risk. There are no variable
interest borrowings in the Group. The Group is exposed to variable interest cash and cash deposits held; however,
fluctuations due to interest rates are considered immaterial.
(c)
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date of recognised
financial assets is the carrying amount of those assets, net of any provisions for impairment of those assets, as disclosed in
consolidated statement of financial position and notes to the consolidated financial statements. The Group does not have
any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the
Group.
The Group minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a number
of known and existing customers and reputable organisations.
(i)
Cash Deposits:
Credit risk for cash deposits is managed by holding all cash deposits with major Australian banks.
(ii)
Trade Receivables:
Credit risk for trade receivables is managed by setting credit limits and completing credit checks for new customers.
Outstanding receivables are regularly monitored for payment in accordance with credit terms.
The ageing analysis of trade and other receivables is provided in Note 9.
As the Group undertakes transactions with a large number of customers and regularly monitors payment in accordance with
credit terms, the financial assets that are neither past due nor impaired, are expected to be received in accordance with the
credit terms.
dorsaVi Annual Report 2022
41
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(iii)
Other Receivables:
Other receivables relate to research and development tax concessions receivable from the Australian Taxation Office and
do not pose a material credit risk and unbilled debtors in relation to accrued income.
(d)
Liquidity Risk
The Group’s approach to managing liquidity risk is to ensure, as far as possible, that, at all times, it has sufficient liquidity to
meet its liabilities. The Group has cash reserves and expects to settle all financial liabilities when they fall due.
(e)
Fair Value
The fair value of financial assets and financial liabilities approximates their carrying amounts as disclosed in the
consolidated statement of financial position and notes to the consolidated financial statements.
NOTE 4:
REVENUE FROM CONTRACTS WITH CUSTOMERS AND OTHER INCOME
Revenue recognised at a point in time:
Clinical income
Workplace income
Revenue recognised over time:
Clinical income
Workplace income
Revenue from contracts with customers is disclosed in the segment note as
follows:
Clinical income
Workplace income
Other income:
Grant and other income
Forgiveness of PPP loans
Interest income
Change in fair value of derivative asset
Other gains on financial instruments
2022
$
2021
$
671,174
332,269
1,003,443
169,264
278,224
447,488
954,935
394,776
1,349,711
2,353,154
960,781
460,713
1,421,494
1,868,982
1,626,109
727,045
2,353,154
1,130,045
738,937
1,868,982
145,233
299,622
3,226
298,523
373,113
3,472,871
549,601
-
11,125
-
373,113
2,802,821
dorsaVi Annual Report 2022
42
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 5:
LOSS FROM CONTINUING OPERATIONS
Loss before income tax has been determined after:
Depreciation
Amortisation of patents and intangibles
Employee benefits expense:
- Share based payments
- Other employee benefits
Research and development expense
Cost of sales
Bad debts
NOTE 6:
INCOME TAX
(a) Components of tax benefit
Current tax
(b) Prima facie tax payable
The prima facie tax refundable on loss before income tax is reconciled to the
income tax benefit as follows:
Prima facie income tax refundable on loss before income tax at 25% (2021:
26%)
Add tax effect of:
- Accounting R&D expenditure
- Deferred tax assets / liabilities not recognised
- Share based payments expense
- Tax losses not recognised
Less tax effect of:
- R&D tax offset
- Deduction under 240-880
- Effect of foreign tax rates
- Other non-allowable items
Income tax benefit attributable to loss
(c) Deferred tax assets not brought to account
Temporary differences
Operating tax losses
NOTE 7:
DIVIDENDS
There were no dividends paid during the period.
NOTE 8:
CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Deposits at call
2022
$
2021
$
145,936
35,488
181,424
267,390
2,737,795
3,005,185
1,292,559
278,013
(7,388)
176,619
33,584
210,203
301,686
2,560,541
2,862,227
960,529
166,328
98,103
(562,263)
(417,830)
(524,584)
(735,983)
323,140
96,190
66,848
76,815
562,993
249,738
28,709
78,438
456,670
813,555
562,263
23,029
13,398
1,982
600,672
(562,263)
417,830
40,039
37,533
-
495,402
(417,830)
285,282
8,126,568
8,411,850
195,731
8,126,311
8,322,042
369,539
80,162
449,701
2,676,182
119,993
2,796,175
dorsaVi Annual Report 2022
43
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 9:
RECEIVABLES
CURRENT
Receivables from contracts with customers
Allowance for credit losses
Contract assets
R&D tax offset refundable
Credit losses:
2022
$
2021
$
528,191
(41,489)
486,702
142,756
574,820
1,204,278
694,090
(76,998)
617,092
189,742
430,388
1,237,222
The group applies the simplified approach under AASB 9 to measuring the allowance for credit losses for both receivables
from contracts with customers and contract assets. Under the AASB 9 simplified approach, the group determines the
allowance for credit losses for receivables from contracts with customers and contract assets on the basis of the lifetime
expected credit losses of the instrument. Lifetime expected credit losses represent the expected credit losses that are
expected to result from default events over the expected life of the financial asset.
The group determines expected credit losses using a provision matrix based on the group’s historical credit loss experience,
adjusted for factors that are specific to the financial asset as well as current and future expected economic conditions
relevant to the financial asset. When material, the time value of money is incorporated into the measurement of expected
credit losses. There has been no change in the estimation techniques or significant assumptions made during the reporting
period.
Loss allowance at 1 July
Net remeasurement of loss allowance
Amounts written off
Loss allowance at 30 June
(76,998)
7,388
28,121
(41,489)
(89,841)
(98,103)
110,946
(76,998)
Impairment of receivables from contracts with customers and other receivables:
Past due
0-30 days
Not past
due
Past due
30-90 days
Past due
90+ days
Total
30 June 2022:
Estimated total gross carrying amount at default
Expected credit loss rate
Expected credit loss
30 June 2021:
Estimated total gross carrying amount at default
Expected credit loss rate
Expected credit loss
32,644
0.0%
-
289,513
0.0%
45
145,175
1.0%
1,523
60,859
65.6%
39,921
528,191
7.9%
41,489
66,833
0.0%
22
427,227
0.0%
164
89,003
20.5%
18,284
111,027
52.7%
58,528
694,090
11.1%
76,998
dorsaVi Annual Report 2022
44
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 10:
INVENTORIES
CURRANT
At cost
Finished goods
Work in progress
NOTE 11:
OTHER ASSETS
CURRENT
Prepayments
Derivative asset (i)
NON-CURRENT
Derivative asset (i)
2022
$
2021
$
522,283
-
522,283
617,338
9,359
626,697
230,814
658,323
889,137
-
-
889,137
148,286
-
148,286
359,800
359,800
508,086
(i) In accordance with Accounting Standards, the convertible notes are considered a financial liability with a host debt
contract, held at amortised cost, and an embedded derivative asset, held at fair value through the profit and loss.
Accordingly, the derivative asset is revalued at each reporting date.
NOTE 12:
INTANGIBLE ASSETS
Patents, at cost
Less accumulated amortisation
Less provision for impairment
Development expenditure, at cost
Less accumulated amortisation and provision for impairment
1,227,346
(324,696)
(902,650)
1,191,858
(289,208)
(902,650)
-
-
5,261,956
(5,261,956)
-
-
5,261,956
(5,261,956)
-
-
(a)
Reconciliations
Reconciliation of the carrying amounts of intangible assets at the beginning and end of the current financial year:
Opening carrying amount
Additions
Amortisation expense
Closing carrying amount
Patents
2022
$
-
35,488
(35,488)
2021
$
-
33,584
(33,584)
Total
2022
$
-
35,488
(35,488)
2021
$
-
33,584
(33,584)
-
-
-
-
During the year ended 30 June 2020 the Group assessed carrying value of its intangible assets for impairment based on
value in use calculations. This arose due to a change in the Group’s business strategy during that year (i.e. the transition to
a SaaS recurring revenue strategy), the Group’s forecasts were updated based upon reasonable and prudent assumptions
including growth rates (2.5%), discount rates (16%) and terminal values. This resulted in a provision for impairment of
$4,018,354 in the year ended 30 June 2020. Development expenditure incurred during the year ended 30 June 2022 has
been fully expensed. Should future performance exceed Group forecasts, the current impairment provision may be reversed
in future periods.
dorsaVi Annual Report 2022
45
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 13:
PLANT AND EQUIPMENT
Testing equipment, at cost
Accumulated depreciation
Leased devices, at cost
Accumulated depreciation
Office equipment, at cost
Accumulated depreciation
Furniture, fixtures and fittings, at cost
Accumulated depreciation
Right to use asset, at cost (i)
Accumulated depreciation
Tooling, at cost
Accumulated depreciation
Total
2022
$
2021
$
182,670
(130,464)
52,206
128,760
(123,500)
5,260
267,743
(267,743)
-
267,743
(260,492)
7,251
349,909
(278,132)
71,777
342,068
(249,173)
92,895
66,791
(29,317)
37,474
63,691
(25,419)
38,272
117,402
(19,568)
97,834
401,718
(329,604)
72,114
94,258
(63,612)
30,646
289,937
94,258
(56,429)
37,829
253,621
(i) In November 2021, the Group entered into a 36-month property lease. The agreement does not include variable lease
payments or residual guarantees. Extension options for two further terms of three years each are not expected to be
exercised.
dorsaVi Annual Report 2022
46
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(a)
Reconciliations
Reconciliation of the carrying amounts of plant and equipment at the beginning and end of the current financial year:
2021
$
2022
$
Testing equipment:
Opening carrying amount
Additions
Depreciation expense
Closing carrying amount
Leased devices:
Opening carrying amount
Depreciation expense
Closing carrying amount
Office equipment:
Opening carrying amount
Additions
Depreciation expense
Closing carrying amount
Furniture, fixtures and fittings:
Opening carrying amount
Additions
Depreciation expense
Closing carrying amount
Right to use asset:
Opening carrying amount
Additions
Depreciation expense
Closing carrying amount
Tooling:
Opening carrying amount
Depreciation expense
Closing carrying amount
Total:
Opening carrying amount
Additions
Depreciation expense
Closing carrying amount
5,260
53,909
(6,963)
52,206
7,996
-
(2,736)
5,260
7,251
(7,251)
-
23,478
(16,227)
7,251
92,895
7,841
(28,959)
71,777
38,272
3,100
(3,898)
37,474
61,416
51,829
(20,350)
92,895
42,554
-
(4,282)
38,272
72,114
117,402
(91,682)
97,834
195,714
-
(123,600)
72,114
37,829
(7,183)
30,646
47,253
(9,424)
37,829
253,621
182,252
(145,936)
289,937
378,411
51,829
(176,619)
253,621
dorsaVi Annual Report 2022
47
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 14:
PAYABLES
CURRENT
Unsecured liabilities
Trade payables
Sundry creditors and accruals
NOTE 15:
BORROWINGS
CURRENT
Unsecured liabilities
Premium finance facility (i)
Convertible note host debt (iv)
NON-CURRENT
Unsecured liabilities
Paycheck Protection Program loan No 1 (ii)
Paycheck Protection Program loan No 2 (iii)
Convertible note host debt (iv)
2022
$
2021
$
77,488
157,806
235,294
75,258
129,525
204,783
93,724
987,929
1,081,653
66,310
258,839
325,149
-
139,572
-
147,207
-
-
1,081,653
470,251
757,030
1,082,179
(i)
(ii)
(iii)
(iv)
In March 2022, the Group entered into a finance facility for the annual insurance liability of dorsaVi Ltd. The
facility is repayable monthly over a 10 month period ending in January 2023 at an interest rate of 7.1%. A similar
finance facility was in place in the prior year.
Under USA federal government Covid19 relief measures, dorsaVi’s US subsidiary was, on 23 June 2020,
provided a Small Business Administration (SBA) Paycheck Protection Program (PPP) loan of US$104,930. The
facility is a 60 month facility bearing fixed interest at the rate of 1% p.a. If certain conditions are met the SBA may
forgive up to 100% of the PPP loan balance and associated accrued interest. On 14 September 2021 the SBA
advised that the loan and accrued interest had been forgiven in full.
Under USA federal government Covid19 relief measures, dorsaVi’s US subsidiary was, on 25 March 2021,
provided a second SBA PPP loan of US$110,670. The facility is a 60 month facility bearing fixed interest at the
rate of 1% p.a. If certain conditions are met the SBA may forgive up to 100% of the PPP loan balance and
associated accrued interest. On 23 September 2021 the SBA advised that the loan and accrued interest had
been forgiven in full.
In December 2019 1,155,000 convertible notes were issued with a face value of $1 each. The notes will mature
in December 2022. Interest is payable at a rate of 10% p.a., monthly in arrears. As reflected in the above table,
and, in accordance with Accounting Standards, the convertible notes are considered a financial liability with a
host debt contract, held at amortised cost, and an embedded derivative asset, held at fair value through the profit
and loss. Accordingly, the derivative asset is revalued at each reporting date.
Upon maturity the notes will convert into fully paid ordinary shares according to a 40 day VWAP calculation. A
variable number of shares will be issued if the share price at the time of maturity is between $0.03 and $0.07. In
accordance with the terms of the note agreement the maximum number of fully paid ordinary shares that can be
issued will be 38,500,000 (if the share price is less than $0.03) and the minimum number will be 16,500,000 (if
the share price is more than $0.07).
dorsaVi Annual Report 2022
48
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 16:
LEASE LIABILITY
In November 2021, the Group entered into a 36-month property lease and, in accordance with AASB 16: Leases, a lease
liability and a corresponding non-current asset, Right of Use Asset, refer Note 13, have been recognised.
Future minimum lease payments and the present value of the net minimum lease payments:
2022
- Not later than one year
- Later than one year and not later than 5 years
Total minimum lease payments
- Future finance charges
Present value of minimum lease payment
Current lease liability
Non-current lease liability
NOTE 17:
CURRENT
Employee benefits
PROVISIONS
NON-CURRENT
Employee benefits
$
42,735
62,583
105,318
(5,844)
2021
$
106,155
-
106,155
(4,418)
99,474
101,737
38,901
60,573
99,474
101,737
-
101,737
225,816
202,677
4,289
2,841
(a) Aggregate employee benefits liability
230,105
205,518
OTHER LIABILITIES
NOTE 18:
CURRENT
Contract liabilities
Deferred gain on financial instrument
NON-CURRENT
Deferred gain on financial instrument
301,604
186,556
488,160
-
-
488,160
791,233
373,113
1,164,346
186,556
186,556
1,350,902
NOTE 19:
The Group’s share capital is as follows:
SHARE CAPITAL
Ordinary Shares
Parent Equity
2022
No of Shares
$
Parent Equity
2021
No of Shares
$
Beginning of the financial year
Issued during the financial year:
- Employee share scheme (i)
- Other shares issued (ii)
- Shares issued in capital raising
(iii)
- Cost of raising capital
End of the financial year
350,932,572
44,532,862
231,427,524
41,080,353
680,000
2,268,713
-
-
1,084,000
2,707,286
-
-
-
-
353,881,285
-
-
44,532,862
115,713,762
-
350,932,572
3,702,840
(250,331)
44,532,862
(i)
Shares Issued under the Employee Share Ownership Plan:
During the year 680,000 performance rights previously granted to employees under the Employee Share Ownership Plan
(ESOP) vested into shares ( 2021: 1,084,000). The shares were issued for $Nil consideration. During the prior year no
performance rights previously granted to employees under the Employee Share Ownership Plan (ESOP) vested into shares.
dorsaVi Annual Report 2022
49
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(ii)
Other Shares Issued
In December 2021, 2,268,713 shares were issued, at $Nil per share, to contractors in settlement of fees of $45,805.
(iii)
Shares Issued in a Capital Raising:
During the year ended 30 June 2022 no shares were issued by the Group as a result of a capital raising.
During the year ended 30 June 2021, the Group issued:
106,360,517 fully paid ordinary shares, at $0.032 per share, to sophisticated and institutional investors raising
$3,403,537 before costs; and
9,353,245 fully paid ordinary shares, at $0.032 per share, under a share purchase plan to eligible shareholders, raising
$299,304 before costs.
Rights of each Type of Share
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of
shares held. At shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Capital Management
When managing capital, management's objective is to ensure the Group continues as a going-concern as well as to
maintain optimal returns to shareholders and benefits for other stakeholders. This is achieved through the monitoring of
historical and forecast performance and cash flows.
Employee Share Ownership Plan (ESOP)
The Group continued to offer employee participation in short-term and long-term incentive schemes as part of the
remuneration packages for the employees of the Group. Refer to Note 24, Share Based Payments, for detailed disclosures.
NOTE 20:
RESERVES AND ACCUMULATED LOSSES
Notes
2022
$
2021
$
Share-based payment reserve
Foreign currency translation reserve
20(a)
20(b)
1,154,823
(759,433)
395,390
1,173,557
(772,085)
401,472
Accumulated losses
20(c)
(43,707,602)
(42,457,652)
(i)
Nature and Purpose of Reserves
The share-based payment reserve is used to record the fair value of options and shares issued to employees as part of their
remuneration. The balance is transferred to share capital when options are granted, and the balance is transferred to
retained earnings when options lapse.
dorsaVi Ltd has monetary items receivable and payable to and from its subsidiaries. Under AASB 121: The Effects of
Changes in Foreign Exchange Rates, these items are reviewed annually. During the financial year ending 30 June 2020 it
was determined that these items would be treated as an investment in those foreign operations. As a result, exchange
differences on these items are recognised initially in other comprehensive income and reclassified from equity to profit or
loss on disposal of the net investment.
dorsaVi Annual Report 2022
50
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(ii) Movements in reserve
(a) Share-based payment reserve
Balance at beginning of year
Employee share ownership plan
Transfers to retained earnings
Balance at end of year
(b) Foreign currency translation reserve
Balance at beginning of year
Exchange differences on translation of foreign
operations
Balance at end of year
(c) Accumulated losses
Balance at beginning of year
Net loss attributable to members of dorsaVi Ltd
Transfers from share based payment reserve
Balance at end of year
NOTE 21:
CASH FLOW INFORMATION
(a)
Reconciliation of Cash:
2022
$
2021
$
1,173,557
267,390
(286,124)
1,154,823
983,554
301,686
(111,683)
1,173,557
(772,085)
(750,301)
12,652
(21,784)
(759,433)
(772,085)
(42,457,652)
(1,536,074)
286,124
(40,156,463)
(2,412,872)
111,683
(43,707,602)
(42,457,652)
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the
statement of financial position as follows:
Cash at bank and on hand
Cash on deposit
369,539
80,162
449,701
2,676,182
119,993
2,796,175
dorsaVi Annual Report 2022
51
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(b) Reconciliation of cash flow used in operations with loss after income tax:
Loss from ordinary activities after income tax
(1,536,074)
(2,412,872)
2022
$
2021
$
Adjustments and non-cash items:
Amortisation
Depreciation
Share Based Payments
Movement in debtor provision
Foreign exchange differences on operating assets
Change in fair value of derivative liability
Other gains on financial instruments
Interest adjustment on convertible note host debt
Forgiveness of PPP loans
Changes in assets and liabilities:
(Increase)/decrease in receivables
(Increase) / decrease in other assets
(Increase) / decrease in inventories
Increase/(decrease) in payables
(Increase) / decrease in R&D tax offset receivable
Increase / (decrease) in provisions
Cash flows used in operating activities
(c) Reconciliation of liabilities arising from financing activities:
Balance at the beginning of the year
New leases acquired
Interest accrued
Payments made
Balance at the end of the year
NOTE 22:
COMMITMENTS AND CONTINGENCIES
(a) Expenditure commitments
There are no material expenditure commitments at balance date (2021: $nil).
(b) Contingent asset and liabilities
There are no contingent assets or contingent liabilities at balance date (2021: $nil).
35,488
145,936
267,390
(35,509)
25,495
(298,523)
(373,113)
258,839
(299,622)
212,885
(82,528)
104,414
(459,118)
(144,432)
24,587
(617,811)
(2,153,885)
33,584
176,619
301,686
(12,843)
(33,477)
349,925
(373,113)
190,674
-
(307,726)
1,435
56,442
(244,464)
14,567
(10,834)
142,475
(2,270,397)
101,737
117,402
7,360
(127,025)
99,474
246,984
-
21,833
(167,080)
101,737
dorsaVi Annual Report 2022
52
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 23:
LOSS PER SHARE
Reconciliation of loss used in calculating loss per share:
Loss from continuing operations
Loss used in calculating basic earnings per share
2022
$
2021
$
(1,536,074)
(1,536,074)
(2,412,872)
(2,412,872)
Loss used in calculating diluted earnings per share
(1,536,074)
(2,412,872)
Weighted average number of ordinary shares used in calculating basic
earnings per share
Effect of dilutive securities:
2022
No of Shares
2021
No of Shares
352,665,306
296,433,675
Equity instruments
-
-
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings per share
352,665,306
296,433,675
NOTE 24:
SHARE BASED PAYMENTS
(a)
Employee Shares
In 2013 the Board established an ESOP to facilitate the acquisition of Shares, Options and Performance Rights by those
employed, or otherwise engaged by, or holding a position of office in, dorsaVi Ltd.
They key objective of the plan is to provide an incentive for employees to align their interests with those of the shareholders.
Other objectives of the ESOP include:
To attract, motivate and retain quality employees and Directors of dorsaVi Ltd;
To create a committed and united purpose between the employees and Directors and dorsaVi Ltd; and
To add wealth for all shareholders of dorsaVi through the motivation of dorsaVi’s employees and Directors.
Only a person who is an Eligible Person may be invited and authorised by the Board to participate in this plan. An Eligible
person means:
An employee of dorsaVi Ltd or a subsidiary of dorsaVi Ltd; or
A Director of dorsaVi Ltd or a subsidiary of dorsaVi Ltd who holds a salaried employment or office in dorsaVi Ltd or a
subsidiary of dorsaVi Ltd; or
A contractor engaged by dorsaVi Ltd or a subsidiary of dorsaVi and whom the Group has determined is an Eligible
Person to participate in this plan.
There is no maximum limit on the number of Securities that may be acquired by Eligible Persons under the ESOP.
However, the Board intends to restrict further issues of Securities to no more than 5% of the Group’s issued share capital.
This limit will be maintained unless shareholder approval is subsequently sought to increase this level.
(b)
Loan Shares and Options
The plan allows for dorsaVi to offer employees non-recourse and interest-free loans to acquire fully paid shares. On 20
September 2013, the Group’s shareholders approved the giving of such financial assistance. Loan shares are treated as
options in accordance with accounting standards.
Loan Shares are subject to restriction agreements imposing loan repayment obligations, and, that the holders of Shares are
not able to trade them within 12 months of issuance. After 12 months, 1/3rd of the issued shares can be traded. Contingent
upon continued employment with the Group and meeting loan repayment obligations, the remaining shares become
available for trading at a monthly rate of 1/36th of the shares issued over the subsequent 24 months.
dorsaVi Annual Report 2022
53
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
During the year ended 30 June 2022 and to the date of this report no options over ordinary shares or loan shares were
granted to employees (2021: Nil) and 8,372,352 options over ordinary shares were granted to non-executive directors in lieu
of the payment of directors’ fees (2021: 5,659,728). During the year a total of 500,000 options were cancelled (2021:
200,000 options cancelled). At 30 June 2022, 26,850,834 options had been granted but not converted into ordinary shares
(2021: 18,978,482).
(c)
Employee Performance Rights
Performance rights are subject to performance vesting conditions in accordance with each agreement. The performance
rights do not vest into shares unless the performance conditions are met. During the year ended 30 June 2022, 5,100,000
performance rights were granted (2021: 1,000,000). During the year ended 30 June 2022, 700,000 (2021: 1,084,000)
performance rights vested into shares. During the year ended 30 June 2022, no performance rights lapsed (2021: 146,000).
At 30 June 2022, 4,600,000 performance rights remain outstanding (2021: 200,000).
Details of shares, options and performance rights granted are as follows:
2022
Grant date
Expiry date
Exercise
price
Balance at
1/7/2021
Granted during
the year
Vested
during the
year
Expired
during the
year
Balance at
30/6/2022
Exercisable
at year end
5-Nov-14
25-Feb-15
15-May-17
15-May-17
15-May-17
18-Sep-19
4-Dec-19
4-Dec-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
30-Aug-21
7-Oct-21
26-Nov-21
26-Nov-21
26-Nov-21
26-Nov-21
17-Dec-21
7-Jan-22
26-Mar-22
26-Mar-22
26-Mar-22
6-Apr-22
1-Jul-22
6-Jul-22
5-Nov-24
25-Feb-25
15-May-22
1-Oct-22
1-Oct-23
18-Sep-22
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
30-Aug-21
7-Oct-26
1-Oct-22
1-Apr-23
1-Oct-23
4-Oct-23
17-Dec-21
7-Jan-27
1-Oct-22
1-Apr-23
1-Oct-23
6-Apr-27
1-Jul-22
6-Jul-27
$0.40
$0.36
$0.33
$0.33
$0.33
-
$0.084
$0.070
$0.034
$0.022
$0.016
$0.049
$0.061
$0.063
$0.041
-
$0.031
-
-
-
-
-
$0.028
-
-
-
$0.032
-
$0.016
20,000
50,000
500,000
55,000
24,166
200,000
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
1,412,303
1,171,178
1,297,792
1,778,455
-
-
-
-
-
-
-
-
-
-
-
-
-
-
TOTAL
19,248,482
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
-
-
-
-
-
-
-
-
-
500,000
2,400,915
720,000
195,000
585,000
800,000
2,268,713
1,650,003
920,000
345,000
1,035,000
1,571,430
2,606,767
2,750,004
18,347,832
500,000
2,400,915
-
-
-
-
2,268,713
1,650,003
-
-
-
1,571,430
2,606,767
2,750,004
13,947,832
20,000
-
-
-
50,000
50,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
520,000
55,000
24,166
55,000
24,166
-
-
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
1,412,303
1,171,178
1,297,792
1,778,455
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
1,412,303
1,171,178
1,297,792
1,778,455
-
-
2,400,915
720,000
195,000
585,000
800,000
-
1,650,003
920,000
345,000
1,035,000
1,571,430
2,400,915
-
-
-
-
-
1,650,003
-
-
-
1,571,430
-
-
2,750,004
31,500,834
2,750,004
26,900,834
Other additional information associated with these share performance rights and option grants include:
The weighted average remaining contractual life for equity entitlements outstanding at the end of the period was 4.2
years.
The weighted average share price for performance rights vesting into shares during the year was $Nil (2021: $Nil).
There were no options exercised during the year (2021: none exercised).
The fair value was determined using the binomial tree method or the Black-Scholes option-pricing models:
a. The share price at grant date ranged from: $0.01 to $0.40
b. Expected price volatility of the Group’s shares: 80%
c. Dividends: $Nil
d. Risk free interest rate: 1.51% to 2.50%
dorsaVi Annual Report 2022
54
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
2021
Grant date
Expiry date
Exercise
price
Balance at
1/7/2020
Granted
during the
year
Vested
during the
year
Expired
during
the year
Balance at
30/6/2021
Exercisable
at year end
5-Nov-14
25-Feb-15
24-Mar-16
15-May-17
15-May-17
15-May-17
18-Sep-19
18-Sep-19
18-Sep-19
4-Dec-19
4-Dec-19
7-Jan-20
7-Apr-20
7-Jul-20
7-Oct-20
8-Jan-21
8-Apr-21
5-Jul-21
TOTAL
5-Nov-24
25-Feb-25
24-Mar-21
15-May-22
1-Oct-22
1-Oct-23
1-Oct-20
1-Oct-21
18-Sep-22
4-Dec-24
4-Dec-24
7-Jan-25
7-Apr-25
7-Jul-25
7-Oct-25
8-Jan-26
8-Apr-26
5-Jul-26
$0.40
$0.36
$0.40
$0.33
$0.33
$0.33
-
-
-
$0.084
$0.070
$0.034
$0.022
$0.016
$0.049
$0.061
$0.063
$0.041
20,000
50,000
200,000
500,000
55,000
24,166
115,000
115,000
200,000
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
-
-
-
-
14,018,754
-
-
-
-
-
-
-
-
- 20,000
50,000
- -
20,000
50,000
500,000
55,000
24,166
- 200,000
-
-
-
84,000
- 500,000
- 55,000
- 24,166
31,000
- 115,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,412,303 1,412,303
1,171,178 1,171,178
1,297,792 1,297,792
1,778,455 1,778,455
5,659,728 5,743,728
- -
- -
-
1,280,488
1,116,703
1,846,856
4,801,827
3,693,714
1,412,303
1,171,178
1,297,792
1,778,455
19,048,482
- 200,000
- 1,280,488
- 1,116,703
- 1,846,856
- 4,801,827
- 3,693,714
- 1,412,303
- 1,171,178
- 1,297,792
- 1,778,455
19,248,482
346,000
(d)
Expenses Recognised from Share-Based Payment Transactions
The expense recognised in relation to the share-based payment transactions was recorded within employee benefits
expense in the statement of comprehensive income were as follows:
2022
$
2021
$
Share options
Performance rights
Total expenses recognised from share-based payment transactions
147,018
120,372
267,390
192,072
109,614
301,686
NOTE 25:
SUBSIDIARIES AND RELATED PARTY DISCLOSURES
The consolidated financial statements include the financial statements of dorsaVi Ltd and its controlled entities listed below:
dorsaVi Europe Ltd
dorsaVi USA, Inc.
Australian Workplace Compliance Pty Ltd
Country of
incorporation
Ownership interest held by
DVL
UK
USA
AUS
2022
%
100
100
100
2021
%
100
100
100
dorsaVi Europe Ltd was incorporated on 3 February 2014.
dorsaVi USA, Inc. was incorporated on 19 May 2014.
Australian Workplace Compliance Pty Ltd was purchased on 3 July 2014.
(a)
Transactions with Entities with Associates:
There were no transactions with associates or their entities during the year ended 30 June 2022 (2021: $Nil).
dorsaVi Annual Report 2022
55
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
(b)
Transactions with Directors, Key Management Personnel and Other Related Parties:
As approved by shareholders at the 2019, 2020 and 2021 AGMs, non-executive directors were granted options over
ordinary shares in lieu of the payment of directors’ fees. During the year ended 30 June 2022, Starfish Ventures Pty Ltd was
granted 2,540,480 options on behalf of Michael Panaccio (2021: 1,296,529).
NOTE 26:
AUDITOR'S REMUNERATION
Amounts paid and payable to Pitcher Partners (Melbourne) for:
Audit and Other Assurance Services
(i)
An audit or review of the financial report of the entity and any other entity
in the consolidated entity
Total remuneration for audit and other assurance services
Other Non-audit Services
(ii)
Taxation and other compliance services
Total remuneration for non-audit services
Total remuneration of Pitcher Partners (Melbourne)
NOTE 27:
PARENT ENTITY INFORMATION
(a) Summarised statement of financial position
Assets:
Current assets
Non-current assets
Total assets
Liabilities:
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity:
Share capital
Share-based payment reserve
Accumulates losses
Total equity
(b) Summarised statement of comprehensive income
Loss for the year
Other comprehensive income for the year
Total comprehensive income for the year
2022
$
98,200
98,200
12,500
12,500
110,700
2021
$
107,300
107,300
11,100
11,100
118,400
2,284,128
289,937
2,574,065
4,916,284
613,421
5,529,705
1,790,328
2,501,961
64,862
1,855,190
718,875
946,427
3,448,388
2,081,317
44,532,862
1,154,823
(44,698,810)
718,875
44,532,862
1,173,557
(43,625,102)
2,081,317
(1,629,832)
(2,085,997)
-
-
(1,629,832)
(2,085,997)
dorsaVi Annual Report 2022
56
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
NOTE 28:
SEGMENT INFORMATION
(a)
Description of Segments
For the years ended 30 June 2022 and 2021, management has differentiated operating segments based on product.
The Group’s chief operating decision maker has identified the following reportable segments:
Segment 1: Clinical;
Segment 2: Workplace
The operating segments have been identified based on internal reports reviewed by the Group’s chief operating decision
makers in order to allocate resources to the segment and assess its performance. Assets and liabilities are reported to
management on a consolidated basis.
(b)
Segment Information
The Group’s chief operating decision maker’s use segment revenue and segment result to assess the financial performance
of each operating segment.
Amounts for segment information are measured in the same way in the financial statements. They include items directly
attributable to the segment and those that can reasonably be allocated to the segment based on the operations of the
segment. There has been no inter-segment revenue during the year.
Segment information is reconciled to financial statements and underlying profit disclosure notes as follows:
2022
Segment revenue:
Segment revenue from external source
Non-segment revenue
Total revenue
Segment result:
Segment result from external source
Non-segment revenue
Non-segment expenses
Income tax benefit
Loss from continuing operations
2021
Segment revenue:
Segment revenue from external source
Non-segment revenue
Total revenue
Segment result:
Segment result from external source
Non-segment revenue
Non-segment expenses
Income tax benefit
Loss from continuing operations
Clinical
$
Workplace
$
Total
$
1,626,109
727,045
-
-
1,411,042
664,099
-
-
-
-
-
-
1,130,045
738,937
-
-
984,757
717,897
-
-
-
-
-
-
2,353,154
1,119,717
3,472,871
2,075,141
1,119,717
(5,293,195)
562,263
(1,536,074)
1,868,982
933,839
2,802,821
1,702,654
933,839
(5,467,195)
417,830
(2,412,872)
dorsaVi Annual Report 2022
57
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Revenue by geographic location:
2022
Revenue by geographic location
Total revenue from external source
2021
Revenue by geographic location
Total revenue from external source
(c)
Major Customers
Australia
$
Europe
$
USA
$
Total
$
1,101,285
1,101,285
232,885
232,885
2,138,701
2,138,701
3,472,871
3,472,871
1,422,225
1,422,225
277,272
277,272
1,103,324
1,103,324
2,802,821
2,802,821
The total amount of external revenue derived from one major customer where the revenue is greater than 10% of the
Group’s total revenue was $759,920 (In 2021 no customer contributed greater than 10% of the Group’s total revenue).
Revenue from this customer is included in the Clinical segment.
NOTE 29:
SUBSEQUENT EVENTS
No matters or circumstances have arisen since the end of the financial year that have significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years with the exception of the following:
•
On 1 July 2022, dorsaVi Ltd announced the issue of 2,606,767 fully paid ordinary shares to the CEO, in lieu of cash
remuneration of $43,000 and as approved at the 2021 AGM. The impact of the grant of these shares was recognised
in share-based payments as at 30 June 2022.
On 6 July 2022, dorsaVi Ltd announced the issue of 2,750,004 options to non-executive directors, in lieu of directors’
fees, at an exercise price of $0.016 per share and an expiry date of 6 July 2027. The impact of the grant of these
options was recognised in share-based payments as at 30 June 2022.
On 29 July 2022, dorsaVi Ltd announced that it had completed a placement with institutional and sophisticated
investors of 40,000,000 fully paid ordinary shares at $0.01 per share raising $400,000 before costs.
On 29 July 2022, dorsaVi Ltd announced a fully underwritten 1 for 12 non-renounceable pro rata rights offer, to eligible
shareholders, at $0.01 per share. The rights offer, which closed on 19 August 2022, resulted in the issue of
29,707,338 fully paid ordinary shares raising $297,073 before costs.
•
•
•
dorsaVi Annual Report 2022
58
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Directors’ Declaration
The directors declare that the financial statements and notes set out on pages 26 to 58 in accordance with the Corporations
Act 2001:
a) Comply with Accounting Standards and the Corporations Regulations 2001, and other mandatory professional reporting
requirements;
b) As stated in Note 1(a) the consolidated financial statements also comply with International Financial Reporting
Standards; and
c) Give a true and fair view of the financial position of the Group as at 30 June 2022 and of its performance for the year
ended on that date.
In the directors’ opinion, there are reasonable grounds to believe that dorsaVi Ltd will be able to pay its debts as and when
they become due and payable.
This declaration has been made after receiving the declarations required to be made by the chief executive officer and chief
financial officer to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending
30 June 2022.
This declaration is made in accordance with a resolution of the directors.
Michael Panaccio
Interim Chairman
Andrew Ronchi
Director and CEO
Melbourne
Date: 31 August 2022
Melbourne
Date: 31 August 2022
dorsaVi Annual Report 2022
59
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF dorsaVi Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of dorsaVi Ltd “the Company” and its controlled entities “the
Group”, which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
(a)
(b)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) “the Code” that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the Directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(c) in the financial report that conditions exist that indicate a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Emphasis of matter regarding restatement of embedded derivative liability /asset
We draw attention to Note 1(s) in the financial report relating to restatement of convertible note
accounting balances including embedded derivative and host liability. Our opinion is not modified in
respect of this matter.
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
pitcher.com.au
60
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF dorsaVi Ltd
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit
matter
Revenue Recognition
Refer to Note 4 – Revenue - $3,472,871
The Group’s revenue of $3,472,871 (2021:
$2,802,821) is derived from clinical revenue,
workplace revenue and other income.
We focused on the existence and accuracy of
recognition of revenue as a key audit matter as
these are a key contributor to the determination
of profit and loss, and judgement is required in
assessing revenue recognition and associated
accrued or deferred revenue (contract assets
and contract liabilities) in accordance with AASB
15 Revenue from contracts with customers.
•
Our procedures included amongst others:
• Understanding and evaluating the design
and implementation of the Group’s controls
and processes for recognising and recording
revenue transactions.
Testing a
sample of managements
recognised, accrued and deferred revenue
recognition calculations, including review of
terms and conditions of relevant customer
contracts.
Testing existence of revenue transactions to
supporting documentation.
Testing general journal entries impacting
revenue.
Assessing the adequacy of the disclosures in
the financial statements.
•
•
•
Key audit matter
How our audit addressed the key audit matter
Convertible Note Liability
Refer to Note 15 – Convertible note host debt - $987,929
Refer to Note 11 – Derivative asset - $658,323
Refer to Note 18 – Deferred gain on financial instrument – $186,556
The measurement of the Convertible notes
issued is considered a key audit matter due to
the following:
•
representing
The terms of the Convertible notes were
initially assessed as
a
financial liability with a host debt contract
held at amortised cost, and an embedded
derivative, held at fair value through the
profit and loss. Accordingly, the host debt
the
and
Convertible notes require valuation upon
components
derivative
of
Our procedures included amongst others:
• Obtaining an understanding of and evaluating
the design and
the
accounting processes and internal controls
relating to convertible notes.
implementation of
• Reviewing the terms of the Convertible notes.
•
the
in
9: Financial
Assessing
treatment of
accordance with AASB
Instruments.
the appropriateness of
the Convertible notes
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
pitcher.com.au
61
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF dorsaVi Ltd
initial recognition, and the derivative is
required to be revalued at each reporting
date. Further the initial recognition of the
respective components gave rise to a fair
value gain which was assessed as being
required to be recognised on a straight-line
basis through P&L over the term of the note.
The annual accounting of this financial
instrument contains complexity.
• Reviewing the external valuation obtained by
•
the credentials and
the external
the Group, including:
Evaluating
independence of
valuer.
Assessing the appropriateness of
the valuation methodology and
inputs utilised by
the external
valuer.
•
•
•
The host debt as at 30 June 2021 was $729,144
and the fair value of the derivative asset was
$359,800. The fair value adjustment of the
derivative asset at 30 June 2022 was an
increase to $658,323 with the $298,523 change
of fair value being recognised as an income in
the profit and loss.
We focused on the fair value adjustment of the
derivative liability at balance date as a key audit
matter due to the complexity of the valuations
required.
the
financial
the appropriateness of
Evaluating
the
accounting in the current year of the various
components of
instrument,
including imbedded derivative, host debt and
straight-line recognition of the inception fair
value gain.
Assessing the adequacy of the disclosures in
the financial statements.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2022, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
pitcher.com.au
62
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF dorsaVi Ltd
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
pitcher.com.au
63
dorsaVi Ltd and controlled entities
ABN 15 129 742 409
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF dorsaVi Ltd
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 24 of the directors’ report for the
year ended 30 June 2022. In our opinion, the Remuneration Report of dorsaVi Ltd, for the year ended
30 June 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express
an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
S SCHONBERG
Partner
31 August 2022
PITCHER PARTNERS
Melbourne
Pitcher Partners. An independent Victorian Partnership ABN 27 975 255 196. Level 13, 664 Collins Street, Docklands, VIC 3008
Pitcher Partners is an association of independent firms. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities
Adelaide Brisbane Melbourne Newcastle Sydney Perth
pitcher.com.au
64
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Shareholder Information
Corporate Governance:
The Group’s Corporate Governance Statement can be obtained at https://www.dorsavi.com/investor-relations/
Overview:
The Group’s securities are listed for quotation in the form of Ordinary Shares on the Australian Securities Exchange (ASX)
and trade under the symbol “DVL”. The shareholder information below was applicable as at 16 August 2022.
The Group’s share capital was as follows:
Type of Security:
Ordinary Shares
Options
Performance Rights
Substantial Holders:
Names of Holders
Starfish Technology Fund II Nominees A Pty Ltd
Starfish Technology Fund II Nominees B Pty Ltd
Bilal Ahmad
Sufian Ahmed and Sixty Two Capital
AR BSM Pty Ltd, Tanarny Super Fund Pty Ltd and Andrew Ronchi
Unmarketable Parcels:
Number of
Securities
396,488,052
26,850,834
4,600,000
Number of
Holders
1,163
5
10
Number of
Shares Held
48,763,230
48,763,229
39,067,233
31,514,922
19,915,656
% of Total
Shares
12.30%
12.30%
9.85
7.95
5.02
Based on the closing market price on 16 August 2022, there were 602 shareholders holding less than a marketable parcel
(i.e. a parcel of securities of less than $500).
Options and Performance Rights (not listed on ASX):
There were 26,850,834 unquoted options on issue to purchase ordinary shares under the Group’s Incentive Stock Option
Agreement. The Options have been issued in accordance with the terms and conditions of the dorsaVi Ltd 2013 Share
Ownership Plan.
There were 4,600,000 unquoted Performance Rights granted, but not vested into ordinary shares, under the Group’s
Incentive Agreements. The Performance Rights have been granted in accordance with the terms and conditions of the
dorsaVi Ltd 2013 Share Ownership Plan.
Restricted Securities and Escrow Agreements:
There are no securities which are restricted or subject to escrow agreements.
Voting Rights:
At a general meeting, each Shareholder present (in person or by proxy, attorney or representative) has one vote on a show
of hands and one vote for each share held when voting is done via a poll.
Proxy forms will be included in each notice of meeting sent to Shareholders. Holders of issued but unexercised options are
not entitled to vote.
dorsaVi Annual Report 2022
65
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Required Statements:
a)
b)
There is no current on-market buy-back of the Group’s securities.
The Group’s securities are not quoted on any exchange other than the ASX.
Distribution Schedule:
Number of Shares
1 – 1,000
1,001 - 5,000
5,001 - 10,000
10,001 – 100,000
100,001 and above
Total
dorsaVi Ltd’s Top 20 Shareholders:
Set out below is a schedule of the 20 largest holders of each class of securities quoted.
Rank Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
18
20
STARFISH TECHNOLOGY FUND II NOMINEES A PTY LTD
STARFISH TECHNOLOGY FUND II NOMINEES B PTY LTD
MR BILAL AHMAD
MR SUFIAN AHMAD
MR SUFIAN AHMAD
MS CHUNYAN NIU
MGL CORP PTY LTD
AR BSM PTY LTD
TANARNY SUPER FUND PTY LTD
MR SALVATORE DI VINCENZO
ANDREW RONCHI
449 INVESTMENTS PTY LTD
DAMIAN CONNELLAN
MR MOBEEN IQBAL
MR BILAL AHMAD
MS GABRIELLE BANAY
DRNEWNHAM SUPER PTY LTD
PUSEN MEDICAL TECHNOLOGY AUSTRALIA PTY LTD
VALENCE HOLDINGS PTY LTD THE PW & CM STINTON
BRENDAN THOMAS CASE
Total ordinary fully paid shares held by top 20 shareholders
Total ordinary fully paid shares held by all other shareholders
Number of Holders
59
134
107
535
328
1,163
No of
Shares
Held
48,763,230
48,763,229
33,700,000
15,000,000
14,433,672
11,542,752
9,280,878
7,021,814
6,515,471
6,168,201
5,675,171
3,762,500
3,558,542
3,440,000
3,367,233
3,233,482
3,231,516
3,000,000
3,000,000
2,897,348
236,355,039
160,133,013
% of
Total
Shares
12.30
12.30
8.50
3.78
3.64
2.91
2.34
1.77
1.64
1.56
1.43
0.95
0.90
0.87
0.85
0.82
0.82
0.76
0.76
0.73
59.61
40.39
dorsaVi Annual Report 2022
66
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
Corporate Directory:
Board of Directors and Company Secretary:
Dr Michael Panaccio
Mr Ashraf Attia
Ms Caroline Elliott
Dr Andrew Ronchi
Acting Chairman
Non-Executive Director
Non-Executive Director
Chief Executive Officer
and Executive Director
Company Secretary
Mr Brendan Case
Executive Team:
Dr Andrew Ronchi
Mr Troy Di Domenico
Mr Dan Ronchi
Chief Executive Officer
Chief Financial Officer
Chief Technical Officer
Registered Office in Australia:
C/- Pitcher Partners, Level 13,
664 Collins Street, Docklands, VIC 3008
Tel: +61 3 8610 5000
Principal Administrative Office:
Unit 3, 11-13 Milgate Street,
Oakleigh South, VIC 3167
Tel: 1800 367 728
Auditor:
Pitcher Partners
Level 13, 664 Collins Street,
Docklands, VIC 3008
Tel: +61 3 8610 5000
Share Registry:
Computershare Investor Services Pty Limited
GPO Box 2975, Melbourne, VIC 3001
Tel: + 61 3 9415 4062
Annual General Meeting Date and Venue:
The Annual General Meeting will be held Thursday, 17
November 2022 at 9:00 am. The AGM will be held at
the offices of Pitcher Partners and online.
dorsaVi Annual Report 2022
67